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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): February
16, 2021

 

Innovative Payment Solutions, Inc.

(Exact name of registrant as specified in
charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-55648   33-1230229
(Commission File Number)   (IRS Employer Identification No.)

 

19355 Business
Center Drive, #9

Northridge,
CA 91324

(Address of principal executive offices)

 

(818) 864-8404

(Registrant’s telephone number, including
area code)

 

 

(Former Name and Former Address)

 

Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section
12(b) of the Act: None

  

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
         

 

 Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

  

þ  
Emerging growth company

 

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item
1.01
Entry
into a Material Definitive Agreement

 

On February 16, 2021, Innovative Payment
Solutions, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreements”)
with each of Bellridge Capital, LP (“Bellridge”), Cavalry Fund I LP (“Cavalry”), Mercer Street Global Opportunity
Fund, LLC (“Mercer” and collectively the “Investors,” and each an “Investor”), pursuant to
which the Company received $787,500, $500,500 and $500,500 from the Investors, respectively, in exchange for the issuance of:

  

Original
Issue Discount 12.5% Convertible Notes (the “Notes” and each a “Note”) in the principal amounts of $900,000
issued to Bellridge and $572,000 to each of Cavalry and Mercer, ; and

 

five-year
warrants (the “Warrants” and each a “Warrant”) (i) issued to Bellridge to purchase 3,257,143 shares of
the Company’s common stock and (ii) issued to each of Cavalry and Mercer to purchase 2,486,957 shares of the Company’s
common stock, each at an exercise price of $0.24 per share.

  

The transactions contemplated under each
of the Securities Purchase Agreements closed on February 16, 2021. Each of the Notes mature in 12 months, bears interest at a rate
of 10% per annum, and are initially convertible into the Company’s common stock at a conversion price of $0.23 per share
(as adjusted for stock splits, stock combinations, dilutive issuances and similar events).

 

The Notes may be prepaid at any time for
the first 90 days in an amount equal to 115% of the principal amount plus accrued interest. From day 91 through day 180, the Notes
may be prepaid in an amount equal to 120% of the principal amount plus accrued interest. From day 181 through day 365, it may be
prepaid in an amount equal to 125% of the principal amount plus accrued interest. The Notes contain certain covenants, such as
restrictions on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

The Notes and the Warrants contain conversion
limitations providing that a holder thereof may not convert the Notes or exercise the Warrants to the extent (but only to the extent)
that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the outstanding shares of the Company’s common stock immediately after giving effect
to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company
provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after
such notice.

 

In connection with the Securities Purchase
Agreements, the Company entered into Registration Rights Agreements, dated February 16, 2021 (“Registration Rights Agreements”),
with each of the Investors pursuant to which it is obligated to file a registration statement with the SEC within ninety (90) days
after the date of the Securities Purchase Agreements to register the resale by the Investors of shares of the Company’s common
stock issuable under the Notes and upon exercise of the Warrants, and use all commercially reasonable efforts to have the registration
statement declared effective by the SEC within one hundred five (120) days after the registration statement is filed.

 

Upon the occurrence of an event of default
under the Notes, the respective Investor has the right to be prepaid at 140% of the outstanding principal balance and accrued interest,
and interest accrues at 18% per annum (or the maximum amount permitted by law). In addition, if an event of default under a Note
has occurred, regardless of whether it has been cured or remains ongoing, such Note will thereafter be convertible at 65% of the
lowest closing price of the Company’s common stock for the last 10 consecutive trading days.

 

Additionally,
pursuant to a right of first refusal granted to Bellridge in that certain Securities Purchase Agreement entered into between the
Company and Bellridge on November 25, 2020 (the “Bellridge November SPA”) on February 16, 2021
, the
Company entered into a second Securities Purchase Agreement (the “Bellridge SPA”) with Bellridge, pursuant to which
the Company received $180,250, in exchange for the issuance of:

 

a
12.5% Original Issue Discount Convertible Notes (the “Bellridge Note”) in the principal amount of $206,000 issued
to Bellridge; and

 

A
five-year warrants (the “Bellridge Warrant”) to purchase 4,577,778 shares of the Company’s common stock at an
exercise price of $0.05 per share to Bellridge.

  

The transactions contemplated under the
Bellridge SPA closed on February 16, 2021. The Bellridge Note matures in 12 months, bears interest at a rate of 10% per annum,
and is initially convertible into the Company’s common stock at a conversion price of $0.045 per share (as adjusted for stock
splits, stock combinations, dilutive issuances and similar events).

 

The Bellridge Note may be prepaid at any
time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Bellridge Note may be prepaid
in an amount equal to 115% of the principal amount plus accrued interest. From day 181 through day 365, and may be prepaid in an
amount equal to 125% of the principal amount plus accrued interest. The Bellridge Note contains certain covenants, such as restrictions
on: (i) distributions on capital stock, (ii) stock repurchases, and (iii) sales and the transfer of assets.

 

The Bellridge Note and Bellridge Warrant
contains conversion limitations providing that the holder thereof may not convert such Bellridge Note or exercise such Bellridge
Warrant to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates
would beneficially own in excess of the Maximum Percentage of the outstanding shares of the Company’s common stock immediately
after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon
notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until
the 61st day after such notice.

 

 

In connection with the Bellridge SPA, the
Company entered into a Registration Rights Agreement, dated February 16, 2021 (the “ Bellridge RRA”), with Bellridge
pursuant to which the Company is obligated to file a registration statement with the SEC within ninety (90) days after the date
of the agreement to register the resale by Bellridge of the shares of the Company’s common stock issuable under the Bellridge
Note and upon exercise of the Bellridge Warrant, and use all commercially reasonable efforts to have the registration statement
declared effective by the SEC within one hundred five (105) days after the registration statement is filed.

 

Upon the occurrence of an event of default
under the Bellridge Note, Bellridge has the right to be prepaid at 140% of the outstanding principal balance and accrued interest,
and interest accrues at 18% per annum (or the maximum amount permitted by law). In addition, if an event of default under the Bellridge
Note has occurred, regardless of whether it has been cured or remains ongoing, the Bellridge Note will thereafter be convertible
at 65% of the lowest closing price of the Company’s common stock for the last 10 consecutive trading days.

 

Each of the Notes, Bellridge Note, Warrants
and Bellridge Warrant, described herein were sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder.
The Investors are accredited investors who have purchased the securities as an investment in a private placement that did not involve
a general solicitation.  The shares to be issued upon conversion of the Notes and the Bellridge Note and the exercise
of the Warrants and the Bellridge Warrant have not been registered under the Securities Act and may not be offered or sold in the
United States in the absence of an effective registration statement or exemption from the registration requirements. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.

 

The foregoing description does not purport
to be complete and is qualified in its entirety by reference to the full text of the Form of the Note, Form of the Bellridge Note,
the Form of the Warrant, the Form of the Bellridge Warrant, the Form of the Securities Purchase Agreement, the Form of the Bellridge
SPA, the Form of the Registration Rights Agreement and the Form of the Bellridge RRA, attached hereto as Exhibits 4.1, 4.2, 4.3,
4.4, 10.1, 10.2, 10.3 and 10.4 respectively, each of which are incorporated herein by reference.

  

Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information set forth in Item 1.01
of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.

 

Item
3.02
Unregistered
Sales of Equity Securities

 

The information set forth in Item 1.01
of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety. 

 

Item
9.01.
Financial
Statements and Exhibits.

 

 

Exhibit No.   Exhibits
4.1   Form of Original Issue Discount 12.5% Convertible Note
4.2   Form of the Bellridge Note (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2021).
4.3   Form of Warrant Agreement, dated February 16, 2021
4.4   Form of the Bellridge Warrant (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2021).
10.1   Form of Securities Purchase Agreement, dated February 16, 2021
10.2   Form of the Bellridge SPA (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2021).
10.3   Form of Registration Rights Agreement, dated February 16, 2021
10.4   Form of the Bellridge RRA (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2021).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  INNOVATIVE PAYMENT SOLUTIONS, INC.
   
Date: February 17, 2021 By:  /s/ William Corbett
    Name:  William Corbett
    Title: Chief Executive Officer

 

 

3

 

Exhibit 4.1

 

NEITHER THIS SECURITY
NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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 OR SOLD 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 CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY
SUCH SECURITIES.

 

Original Issue Date: February 16, 2021

 

$________ Principal

$________ Purchase Price

$________ Original Issue Discount

 

original
issue discount

Convertible
PROMISSORY NOTE

 

THIS ORIGINAL ISSUE
DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 12.5% original issue discount by Innovative Payment
Solutions, Inc., a Nevada corporation (the “Company”) (the “Note”).

 

FOR VALUE RECEIVED,
the Company promises to pay to ____________ or its permitted assigns (the “Holder”), the principal sum of ____________
on the date that is the 12 month anniversary of the Original Issue Date, or February 16, 2022 (the “Maturity Date”)
or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder
on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This
Note is subject to the following additional provisions:

 

Section 1Definitions.
For the purposes hereof, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement
and (b) the following words and phrases shall have the following meanings:

 

“Alternate Consideration”
shall have the meaning set forth in Section 5(e).

 

“Bankruptcy Event”
means any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction relating to the Company or any Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Subsidiary thereof
is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d)
the Company or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Subsidiary thereof
makes a general assignment for the benefit of creditors, (f) the Company or any Subsidiary thereof calls a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Subsidiary thereof,
by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes
any corporate or other action for the purpose of effecting any of the foregoing.

 

 

“Base Conversion
Price” shall have the meaning set forth in Section 5(b).

 

“Beneficial Ownership
Limitation” shall have the meaning set forth in Section 4(e).

 

“Black Scholes
Value” means the value of the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon based
on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Maturity Date, (B) an expected volatility equal to the greater of 100% and the
100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Maturity Date.

 

“Buy-In”
shall have the meaning set forth in Section 4(c)(v).

 

“Change of Control
Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual
or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control
(whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of
the voting securities of the Company (other than by means of conversion, exercise or exchange of this Note or the Warrants issued
together with this Note), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates
with the Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such transaction
own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells
or transfers all or substantially all of its assets to another Person, (d) a replacement at one time or within a three year period
of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are
members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of
Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors
who are members on the date hereof), or (d) the execution by the Company of an agreement to which the Company is a party or by
which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

 

“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, 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.

 

“Conversion”
shall have the meaning ascribed to such term in Section 4.

 

“Conversion Date”
shall have the meaning set forth in Section 4(a).

 

“Conversion Price”
shall have the meaning set forth in Section 4(b).

 

“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

 

“Default Conversion
Price” shall have the meaning set forth in Section 4(b).

 

“Default Interest
Rate” shall have the meaning set forth in Section 2(a).

 

“Dilutive Issuance”
shall have the meaning set forth in Section 5(b).

 

“Dilutive Issuance
Notice” shall have the meaning set forth in Section 5(b).

 

 

“DWAC”
means the Deposit or Withdrawal at Custodian system at The Depository Trust Company.

 

“Event of Default”
shall have the meaning set forth in Section 7(a).

 

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

 

“Exempt Issuance”
shall have the meaning set forth in the Purchase Agreement.

 

“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).

 

“Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in
the ordinary course of business), (y) 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 consolidated 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 (z) the present value of any lease payments in excess of $125,000 due under leases required to be capitalized
in accordance with GAAP.

 

“Liens”
shall have the meaning set forth in the Purchase Agreement.

 

“Mandatory Default
Amount” means the sum of (a) (i) 130% of the aggregate of outstanding principal amount of this Note and the accrued and unpaid
interest thereon, including default interest, and (b) all other amounts, costs, expenses and liquidated damages due in respect
of this Note.

 

“Note Register”
shall have the meaning set forth in Section 3(c).

 

“Notice of Conversion”
shall have the meaning set forth in Section 4(a).

 

“Option Value”
means the value of a Common Stock Equivalent based on the Black Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable Common
Stock Equivalent, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly announced,
for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the remaining term of the applicable Common Stock Equivalent as of the applicable date of determination, (ii) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately
following the public announcement of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is
publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance
of such Common Stock Equivalent is not publicly announced, (iii) the underlying price per share used in such calculation shall
be the highest VWAP of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation
relating to the issuance of the applicable Common Stock Equivalent and ending on (A) the Trading Day immediately following the
public announcement of such issuance, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading
Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent
is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor.

 

“Original Issue
Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of the number
of instruments which may be issued to evidence this Note.

 

 

“Permitted Indebtedness”
means (a) the indebtedness evidenced by this Note and the other Original Issue Discount 12.5% Convertible Promissory Notes sold
to purchasers on the date hereof, (b) the indebtedness evidenced by the Company’s outstanding Original Issue Discount 10%
Senior Secured Convertible Promissory Notes, (c) senior secured non-convertible loans from traditional commercials banks with interest
per annum not to exceed 12%, (d) capital lease obligations and purchase money indebtedness incurred in connection with the acquisition
of machinery and equipment as long as such capital leases and indebtedness are approved in advance by the Holder and (e) the Indebtedness
set forth on Schedule 3.1(aa) to the Purchase Agreement).

 

“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
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) through (d) thereunder, and Liens set forth on Schedule
3.1(aa) to the Purchase Agreement.

 

“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Purchase Agreement”
means the Securities Purchase Agreement, dated as of February 3, 2021, among the Company and the original Holders, as amended,
modified or supplemented from time to time in accordance with its terms.

 

“SEC” means
the Securities and Exchange Commission.

 

“Securities Act”
means the Securities Act of 1933, and the rules and regulations promulgated thereunder.

 

“Share Delivery
Date” shall have the meaning set forth in Section 4(c)(ii).

 

“Successor Entity”
shall have the meaning set forth in Section 5(e).

 

“Trading Day”
means a day on which the principal Trading Market is open for trading.

 

“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American,
or any market of the OTC Markets, Inc. (or any successors to any of the foregoing).

 

“Transaction
Documents” means the Note, the Purchase Agreement, the Warrant, and the Registration Rights Agreement.

 

“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)) (or a similar organization or agency succeeding to its
functions of reporting prices), (b) if no volume weighted average price of the Common Stock is reported for the Trading Market,
the most recent bid price per share of the Common Stock so reported, or (c) 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 Holderand reasonably acceptable to the
Company, the fees and expenses of which shall be paid by the Company.

 

 

Section 2Interest/Prepayment.

 

(a) 
Interest. Interest shall accrue to the Holder on the aggregate unconverted and then outstanding principal amount
of this Note at the rate of 10% per annum, calculated on the basis of a 360-day year and shall accrue daily commencing on the Original
Issue Date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued
and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. During the existence of
an Event of Default, interest shall accrue at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted
by law (the lesser of clause (i) or (ii), the “Default Interest Rate”). Once an Event of Default is cured, the interest
rate shall return to 10%.

 

(b) Prepayment.
The Note may be prepaid: (i) from Original Issuance Date until and through the day that falls on the third month anniversary of
the Original Issue Date (the “3 Month Anniversary”) at an amount equal to 115% of the aggregate of the outstanding
principal balance of the Note and accrued and unpaid interest, (ii) after the 3 Month Anniversary until and through the day that
falls on the six month anniversary of the Original Issue Date (the “6 Month Anniversary) at an amount equal to 120% of the
aggregate of the outstanding principal balance of the Note and accrued and unpaid interest, and (iii) after the 6 Month Anniversary
at an amount equal to 125% of the aggregate of the outstanding principal balance of the Note and accrued and unpaid interest. The
Company shall provide at least 20 days’ prior written notice to the Holder, during which time the Holder may convert the
Note in whole or in part.

 

Section 3Registration of
Transfers and Exchanges
.

 

(a) 
Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge or other fees will be payable for such registration
of transfer or exchange.In addition, from and after the date of the Company’s proposed uplisting to a national exchange,
this Note shall be exchangeable by the Holder for convertible preferred stock of the Company having such preferences, privileges
and rights as shall be mutually agreed by the parties.

 

(b) 
Investor Representations. This Note has been issued subject to certain investment representations of the original Holder
set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable
federal and state securities laws and regulations.

 

(c) 
Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent
of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.

 

Section 4. Conversion.

 

(a) 
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole
or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions
by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice
of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion
shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form
be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company
unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions
hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the
date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection
to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy,
the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee
by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of
a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face
hereof.

 

 

(b) 
 Conversion Price. The “Conversion Price” shall be $0.23 per share (as adjusted for stock splits, stock combinations
and similar events). If an Event of Default has occurred, regardless of whether such Event of Default has been cured or remains
ongoing, this Note shall be convertible at 65% of the lowest closing price of the Common Stock as reported on the Trading Market
during the 10 consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed
delivery of the applicable Notice of Conversion (the “Default Conversion Price”). All such Conversion Price determinations
are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction
that proportionately decreases or increases the Common Stock.

 

(c) 
Mechanics of Conversion or Prepayment.

 

(i) 
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion
hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted
by (y) the Conversion Price in effect at the time of such conversion.

 

(ii) 
Delivery of Certificate Upon Conversion. Not later than two Trading Days after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder any certificate or certificates required to be
delivered by the Company under this Section 4(c) which shall be free of restrictive legends and trading restrictions except as
provided by the Securities Act (other than those which may then be required by the Purchase Agreement) and such shares shall be
delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

 

(iii) 
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice
to the Company at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Company
shall promptly return to the Holder any original Note delivered to the Company.

 

(iv) 
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares
upon conversion of this Note in accordance with the terms hereof, are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of such Conversion Shares. In the event the Holder of this Note shall
elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim
that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any
other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of
this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in accordance
with Section 4.1(e) of the Purchase Agreement. The exercise of any such rights shall not prohibit the Holder from seeking to collect
damages under this Note, the Purchase Agreement or under applicable law.

 

 

(v) 
Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights
available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery
Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then the Company shall have the remedies provided for in accordance
with Section 4.1 of the Purchase Agreement. Nothing herein or therein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Note as required
pursuant to the terms hereof.

 

(vi) 
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this
Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company
shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Conversion Price or round up to the next whole share.

 

(vii) 
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to
the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.
The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the
Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic
delivery of the Conversion Shares.

 

(viii) 
Attorneys’ Fees etc. The Company shall (A) pay the reasonable fees of the law firm of the Holder’s choice (in
an amount not to exceed $500 per opinion) in connection with the conversion of the Note, (B) cause its attorneys to promptly provide
any reliance opinion to the Transfer Agent, and (C) pay the Holder the sums required under Section 2(c)(iv).

 

(d) 
 Holder’s Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall
not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the
applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together
with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the
Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants)
beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether
this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal
amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion
shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned
by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the
Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company
each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this
Section 4(d) and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common
Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i)
the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (ii) a more recent public announcement
by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number
of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading
Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note
held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership
Limitation provisions of this Section 4(d) to 9.99% of the number of shares of Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder. In all events, the provisions
of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such
notice is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section
4(d) solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery
of notice to the Company. The Beneficial Ownership Limitation provisions of this Section 4(d) shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct any portion which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this Section 4(d) shall apply to a successor
holder of this Note.

 

 

Section 5Certain Adjustments.

 

(a) 
Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock
Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a
reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of
the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this Section 5(a) shall become effective immediately
after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

(b) 
Subsequent Equity Sales. At any time, for so long as the Note or any amounts accrued and payable thereunder remain outstanding,
the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or
otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition),, any Common Stock
or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower
than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement
a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.

 

(2) If
any Common Stock Equivalent is amended or adjusted, and such price as so amended shall be less than the Conversion Price in effect
at the time of such amendment or adjustment, then the Conversion Price shall be adjusted upon each such issuance or amendment as
provided in this Section 5(b). In case any Common Stock Equivalent is issued in connection with the issue or sale of other securities
of the Company, together comprising one integrated transaction, (x) the Common Stock Equivalents will be deemed to have been issued
for the Option Value of such Common Stock Equivalents and (y) the other securities issued or sold in such integrated transaction
shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration received by the Company less
any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, less (II) the Option
Value. If any shares of Common Stock or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash,
the amount of such consideration received by the Company will be deemed to be the net amount received by the Company therefor.
If any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of
such consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company will be the average VWAP of such
public traded securities for the ten days prior to the date of receipt. If any shares of Common Stock or Common Stock Equivalents
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be.

 

 

(3) If
the holder of Common Stock or Common Stock Equivalents outstanding on the Original Issue Date or issued after the Original Issuance
Date shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect,
such issuance shall be deemed to have occurred for less than the Conversion Price on such date and such issuance shall be deemed
to be a Dilutive Issuance.

 

(4) If
the Company enters into a Variable Rate Transaction despite the prohibition set forth in the Purchase Agreement, the Company shall
be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities
may be converted or exercised under the terms of such Variable Rate Transaction.

 

(5) The
Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common
Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive
Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the
date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of
Conversion.

 

(6) The
provisions of this Section 5(b) shall apply each time a Dilutive Issuance occurs after the Original Issue Date for so long as the
Note or any amounts accrued and payable thereunder remain outstanding, but any adjustment of the Conversion Price pursuant to this
Section 5(b) shall be downward only.

 

(7) The provisions
of this Section 5(b) shall not apply to Exempt Issuances.

 

(c) 
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants,
issues or sells any Common Stock, Common Stock Equivalents or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without
regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

(d) 
Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets or rights or warrants to acquire its assets, or subscribe for or purchase any security other
than Common Stock, to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance
of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation with respect to the Company or any other publicly-traded corporation subject to Section 13(d)
of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall
be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation with respect to the Company or any other publicly-traded corporation subject to Section
13(d) of the Exchange Act).

 

 

(e) 
Fundamental Transaction. (1) If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior
to the occurrence of such Fundamental Transaction (without regard to any limitation on the conversion of this Note), the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction
(without regard to any limitation on the conversion of this Note). For purposes of any such conversion, the determination of the
Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Note following such Fundamental Transaction. The Company shall not effect a Fundamental Transaction unless
it gives the Holder at least 10 Trading Days prior notice together with sufficient details so the Holder can make an informed decision
as to whether it elects to accept the Alternative Consideration. If a public announcement of the Fundamental Transaction has not
been made, the notice to the Holder may not be given until the Company files a Form 8-K or other report disclosing the Fundamental
Transaction. (2) Notwithstanding anything to the contrary, provided that the Warrant Shares are not registered under an effective
registration statement in accordance with the Registration Rights Agreement, in the event of a Fundamental Transaction that is
(x) an all cash transaction, (y) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (z)
a Fundamental Transaction involving a person or entity not traded on a national securities exchange or trading market (with such
exchange or market including, without limitation, the Nasdaq Global Select Trading Market, the Nasdaq Global Market, or the Nasdaq
Capital Market, the New York Stock Exchange, Inc., the NYSE American or any market operated by the OTC Markets, Inc.), the Company
or any Successor Entity (as defined below) shall, at the Holder’s option, concurrently with the consummation of the Fundamental
Transaction, purchase this Note from the Holder by paying to the Holder the higher of (i) an amount of cash equal to the Black
Scholes Value of the outstanding principal of this Note on the date of the consummation of such Fundamental Transaction, or (ii)
the product of (a) the number of Conversion Shares issuable upon full conversion of this Note (without regard to any limitation
on conversion of this Note) and (b) the positive difference between the cash per share paid in such Fundamental Transaction minus
the then in effect Conversion Price. (3) If Section 5(e)(1) and (2) are not applicable, the Company shall cause any successor entity
in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing
all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of
this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the
Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in
form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without
regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which
applies the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the shares
of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to
the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon
the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to
the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as
if such Successor Entity had been named as the Company herein. Notwithstanding anything in this Section 5(e), an Exempt Issuance
(as defined in the Purchase Agreement) shall not be deemed a Fundamental Transaction.

 

 

(f) 
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.

 

(g) 
Notice to the Holder.

 

 (i) Adjustment
to Conversion Price
. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.

 

 (ii) Notice
to Allow Conversion by Holder
. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
its Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock, (C)
the Company shall authorize the granting to all holders of its Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of its Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby its Common Stock
is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address
as it shall appear upon the Note Register, at least 5 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of its Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is
expected that holders of its Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries (as determined in good faith by the Company), the Company
or its successor shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. If the Company does
not simultaneously file the required Form 8-K, the Holder shall be entitled penalties in accordance with Section 4.6 of the Purchase
Agreement The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice
through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 6Negative Covenants.
As long as any portion of this Note remains outstanding, unless the holders of at least 50% in principal amount of the then outstanding
Notes shall have otherwise given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries to,
directly or indirectly:

 

(a) 
other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed
money of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom;

 

(b) 
other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any
of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

 

(c) 
amend its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially
and adversely affects any rights of the Holder, increases in authorized shares and stock splits shall not be deemed to materially
and adversely affects any rights of the Holder;

 

(d) 
purchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents;

 

(e) 
repay, or offer to repay, any Indebtedness other than the Note as provided in Section 2(b) or Permitted Indebtedness, as such terms
Indebtedness and Permitted Indebtedness are in effect as of the Original Issue Date;

 

(f) 
pay cash dividends or distributions on any equity securities of the Company;

 

 

(g) 
enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with
the SEC assuming that the Company is subject to the Securities Act or the Exchange Act, unless such transaction is made on an arm’s-length
basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise
required for board approval);

 

(h) 
issue any equity securities of the Company other than pursuant to the provisions of the Purchase Agreement or an Exempt Issuance;
or

 

(i) 
enter into any agreement with respect to any of the foregoing.

 

Section 7Events of Default.

 

(a) 
Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):

 

(i) 
any default in the payment of (A) principal and interest payment under this Note or any other Indebtedness, or (B) late
fees, liquidated damages and other amounts owing to the Holder of this Note, as and when the same shall become due and payable
(whether on a Conversion Date, or the Maturity Date, or by acceleration or otherwise), which default, solely in the case of a default
under clause (B) above, is not cured within five Trading Days;

 

(ii) 
the Company shall fail to observe or perform any other covenant or agreement contained in this Note (other than a breach
by the Company of its obligations to deliver Conversion Shares, which breach is addressed in clause (x) below) or any Transaction
Document which failure is not cured, if possible to cure, within the earlier to occur of 15 Trading Days after notice of such failure
is sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become aware of such
failure;

 

(iii) 
except for payment defaults covered under Section 7(a)(i), the Company shall breach, or a default or event of default (subject
to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under, (A) any of the Transaction
Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated
(and not covered by any other clause of this Section 7) which default or event of default if not cured, if possible to cure, within
the earlier to occur of (i) 10 Trading Days after notice of such default sent by Holder or by any other holder to the Company and
(ii) five Trading Days after the Company has become aware of such default;

 

(iv) 
any representation or warranty made in this Note, any other Transaction Document, any written statement pursuant hereto
or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be
untrue or incorrect in any material respect as of the date when made or deemed made, which failure is not cured, if possible to
cure, within the earlier to occur of 10 Trading Days after notice of such failure is sent by the Holder or by any other Holder
to the Company;

 

(v) 
the Company or any Subsidiary shall be subject to a Bankruptcy Event;

 

(vi) 
the Company or any Subsidiary shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator
of it or any of its properties; (B) admit in writing its inability to pay its debts as they mature; (C) make a general assignment
for the benefit of creditors; (D) be adjudicated as bankrupt or insolvent or be the subject of an order for relief under Title
11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law
or statute of any other jurisdiction or foreign country; or (E) file a voluntary petition in bankruptcy, or a petition or an answer
seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment
of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against
it in any proceeding under any such law, or (F) take or permit to be taken any action in furtherance of or for the purpose of effecting
any of the foregoing;

 

(vii) 
if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Subsidiary,
by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or any Subsidiary,
or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial part
of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 days;

 

 

(viii) 
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the
Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually
or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within 45 days after
the date thereof;

 

(ix) 
any monetary judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their
respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of 30 days;

 

(x) 
any Material Adverse Effect occurs;

 

(xi) 
any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be
contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority
having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary
shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document;

 

(xii) 
the Company fails to use the proceeds in the manner as described in Section 4.7 of the Purchase Agreement;

 

(xiii) 
the Company’s Common Stock is not listed or quoted for trading on a Trading Market which failure is not cured, if
possible to cure, within the earlier to occur of 10 Trading Days after notice of such failure is sent by the Holder or by any other
Holder to the Company or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available
or is subject to a “chill” by the Depository Trust Company or any successor;

 

(xiv) 
the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess
of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change
of Control Transaction);

 

(xv) 
from and after 90 days after the Original Issue Date, the Company fails to have authorized and reserved the amount of shares
designated in Section 4.9 of the Purchase Agreement (without regard to any limitations on conversion hereof, including without
limitation, the Beneficial Ownership Limitation);

 

(xvi) 
the Company shall fail for any reason, except if caused by the action or inaction of the Holder to deliver Conversion Shares
to the Holder prior to the third Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any
time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for
conversions of this Note in accordance with the terms hereof; or

 

(xvii) 
the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act within the time
required (including any applicable extension period) by the rules and regulations thereunder.

 

(b) 
Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus liquidated
damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election,
immediately due and payable in cash at the Mandatory Default Amount. Upon the payment in full of the Mandatory Default Amount,
the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described
herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind,
and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time
prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder
receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.

 

 

(c) 
Interest Rate Upon Event of Default. Commencing on the occurrence of any Event of Default and until such Event of Default
is cured, this Note shall accrue interest at an interest rate equal to the Default Interest Rate.

 

(d) 
Conversion Price Upon Event of Default. Commencing on the occurrence of any Event of Default and until such Event of Default
is cured, this Note shall be convertible at the Default Conversion Price.

 

Section 8Miscellaneous.

 

(a) 
No Rights as Stockholder Until Conversion. This Note does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the conversion hereof other than as explicitly set forth in Section 5.

 

(b) 
Notices. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted next day delivery, as follows:

 

If to the Company:  Innovative Payment Solutions, Inc.
  19355 Business Center Drive, #9
  Northridge, CA 91324
  Attention: Chief Executive Officer

 

with a copy to: Gracin
& Marlow, LLP
(which shall not constitute notice) 1825 Corporate Blvd NW #110,
  Boca Raton, FL 33431
  Attention: Hank Gracin, Esq.
   
If to Holder:  

 

or to such other address as any of them, by notice to the other
may designate from time to time. Time shall be counted to, or from, as the case may be, the date of delivery.

 

(c) 
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest and late
fees, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a
direct debt obligation of the Company.

 

(d) 
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of this Note, and of the ownership hereof, reasonably satisfactory to the Company.

 

 

(e) 
Exclusive Jurisdiction; Governing Law; Prevailing Party Attorneys’ Fees. All questions concerning the construction,
validity, enforcement and interpretation of this Note and venue shall be governed by and construed and enforced in accordance with
Section 5.9 of the Purchase Agreement. If any party shall commence an Action or Proceeding to enforce or otherwise relating to
this Note, then, in addition to the other obligations of the Company elsewhere in this Note, the prevailing party in such action
or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such Action or Proceeding.

 

(f) 
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any
other occasion. Any waiver by the Company or the Holder must be in writing.

 

(g) 
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other
Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable
law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of
interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on
this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or
the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage
of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

 

(h) 
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The
Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof)
shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation
of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach would be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies,
to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that
is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this
Note.

 

(i) 
Next Trading Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Trading Day, such
payment shall be made on the next succeeding Trading Day.

 

(j) 
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.

 

(Signature Pages Follow)

 

 

IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

 

  Innovative Payment Solutions, Inc.
     
  By:  
  Name:  William Corbett
  Title: Chief Executive Officer  

 

 

ANNEX A

NOTICE OF CONVERSION

 

The undersigned hereby
elects to convert principal under the Original Issue Discount Convertible Note due February 16, 2022 of Innovative Payment Solutions,
Inc, a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company
according to the conditions hereof, as of the date written below.

 

By the delivery of
this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not
exceed the amounts specified under Section 4(e) of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

 

The undersigned agrees
to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the
aforesaid shares of Common Stock.

 

Conversion calculations:

 

  Date to Effect Conversion:
       
  Principal Amount of Note to be Converted:
       
  Number of shares of Common Stock to be issued:
       
  Signature:
       
  Name:
       
  DWAC Instructions:
       
  Broker No:                           
  Account No:     

 

 

 

Exhibit 4.3

 

NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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 (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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 OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

Warrant Shares: ___________ Initial Exercise Date: February 16, 2021

 

THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, ____________, or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary
of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovative
Payment Solutions, Inc., a Nevada corporation (the “Company”), up to ____________ shares of Common Stock (subject to
adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal
to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase
Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.

 

Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated ___________, among the Company and the Purchaser.

 

Section 2. Exercise.

 

(a)       Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as
it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed copy of the Notice of Exercise Form annexed hereto. Within two Trading Days following the date of exercise as
aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise
by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section
2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder
may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant
has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within two Trading
Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall
deliver any objection to any Notice of Exercise Form within one Trading Day of delivery of such notice. The Holder by acceptance
of this Warrant or any transferee, acknowledges and agrees that, by reason of the provisions of this Section 2(a), following the
purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.

 

 

(b)       Exercise
Price
. The initial exercise price per share of the Common Stock under this Warrant shall be equal to $0.24 per share, subject
to adjustment under Section 3 (the “Exercise Price”).

 

(c)       Cashless
Exercise
. Other than as provided for in Section 2(f), if at any time after the six month anniversary of the Initial Exercise
Date, there is no effective Registration Statement covering the resale of the Warrant Shares by the Holder (or the prospectus does
not meet the requirements of Section 10 of the Securities Act), then this Warrant may also be exercised at the Holder’s election,
in whole or in part and in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the number obtained by dividing [(A – B) times (C)] by (A), where:

 

(A) = the greater of (i) the arithmetic average of the VWAPs for the five consecutive Trading
Days ending on the date immediately preceding the date on which the Holder elects to exercise this Warrant by means of a
“cashless exercise,” as set forth in the applicable Notice of Exercise (or Mandatory Exercise Notice) or (ii) the
VWAP for the Trading Day immediately prior to the date on which the Holder makes such “cashless exercise”
election (or the date prior to the Company issuing a Mandatory Exercise Notice);

 

(B) = the Exercise Price of this Warrant, as adjusted hereunder, at the time of such exercise;
and

 

(C) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in
accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless
exercise;

 

“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)) (or a similar organization or agency succeeding to its
functions of reporting prices), (b)  if no volume weighted average price of the Common Stock is reported for the Trading Market,
the most recent reported bid price per share of the Common Stock, or (c) 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 Holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any
position contrary to this Section 2(c).

 

 

Notwithstanding anything
herein to the contrary, if on the Termination Date (unless the Holder notifies the Company otherwise) if there is no effective
Registration Statement covering the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised
via cashless exercise pursuant to this Section 2(c).

 

(d)       Mechanics
of Exercise
.

 

(i)       Delivery
of Certificates Upon Exercise
. Certificates for the shares of Common Stock purchased hereunder shall be transmitted to the
Holder by the Transfer Agent by crediting the account of the Holder’s prime broker with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares
by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, or otherwise by physical
delivery to the address specified by the Holder in the Notice of Exercise by the date that is two Trading Days after the latest
of (A) the delivery to the Company of the Notice of Exercise and (B) payment of the aggregate Exercise Price as set forth above
(unless by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall
be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become
a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company
of the Exercise Price (or by cashless exercise, if permitted). The Company understands that a delay in the delivery of the Warrant
Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such
loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares
upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth
Trading Day) after the Warrant Share Delivery Date for each $1,000 of the value of the Warrant Shares for which this Warrant is
exercised (based on the Exercise Price) which are not timely delivered. In no event shall liquidated damages for any one transaction
exceed $1,000 for the first 10 Trading Days. Furthermore, in addition to any other remedies which may be available to the Holder,
in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date,
the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon
the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant
portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation
or rescission is given to the Company or the date the Warrant Shares are delivered to the Holder, whichever date is earlier.

 

(ii)       Delivery
of New Warrants Upon Exercise
. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical to this Warrant. Unless the Warrant has been fully exercised, the Holders
shall not be required to surrender this Warrant as a condition of exercise.

 

(iii)       Rescission
Rights
. If the Company fails to deliver the Warrant Shares or cause the Transfer Agent to transmit to the Holder a certificate
or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder
will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.

 

 

(iv)       Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise
. In addition to any other rights available to the Holder,
if the Company fails to deliver the Warrant Shares, or cause the Transfer Agent to transmit to the Holder the certificate or certificates
representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the
Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm
otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the
Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall pay in cash to the Holder
the amount as provided under Section 4.1(e) of the Purchase Agreement. Nothing herein shall limit a Holder’s right to pursue
any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common
Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

(v)       No
Fractional Shares or Scrip
. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.

 

(vi)       Charges,
Taxes and Expenses
. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate including any charges of any clearing firm,
all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or
in such name or names as may be directed by the Holder. The Company shall pay all Transfer Agent fees required for same-day processing
of any Notice of Exercise. The Company shall (A) pay the reasonable legal fees of the Holder’s choice (in an amount not to
exceed $500 per opinion, and not more often than once per week) in connection with the exercise of the Warrants, (B) cause its
attorneys to promptly provide any reliance opinion to the Transfer Agent, and (C) pay the Holder the sums required under Section
2(d)(iv).

 

(vii)       Closing
of Books
. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

 

(e)       Holder’s
Exercise Limitations
. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder
or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of
the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in
the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company
is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained
in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of
the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this
Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall
be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase
the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant, provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered
to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect
to the Holder’s Warrant at any time, which decrease shall be effectively immediately upon delivery of notice to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

(a)       Stock
Dividends and Splits
. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the
Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.

 

(b)       Subsequent
Equity Sales
. If and whenever on or after the Initial Exercise Date, the Company issues or sells, or in accordance with this
Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock
owned or held by or for the account of the Company, issued or sold or deemed to have been issued or sold) for a consideration per
share (the “Base Share Price”) less than a price equal to the Exercise Price in effect immediately prior to
such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable
Price
”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the
Exercise Price then in effect shall be reduced to an amount equal to the Base Share Price. For all purposes of the foregoing (including,
without limitation, determining the adjusted Exercise Price and the Base Share Price under this Section 3(b)), the following shall
be applicable:

 

(i)       Issuance
of Options
. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
the granting or sale of such Option for such price per share. For purposes of this Section 3(b)(i), the “lowest price per
share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall
be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof
and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of
any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any
other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange
of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of
any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except
as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common
Stock or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual
issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

 

(ii)       Issuance
of Convertible Securities
. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this Section 3(b)(ii), the “lowest price per share for which one share of Common Stock is
issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to
(1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect
to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of
such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible
Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to
the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person)
upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or
benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other
provisions of this Section 3(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason
of such issuance or sale.

 

 

(iii)       Change
in Option Price or Rate of Conversion
. “Convertible Securities” means any stock or other security (other than Options)
that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or
which otherwise entitles the holder thereof to acquire, any shares of Common Stock. If the purchase or exercise price provided
for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible
Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common
Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection
with an event referred to in Section 3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted
to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such
increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be,
at the time initially granted, issued or sold. For purposes of this Section 3(b)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the Closing Date are increased or decreased in the manner described in the immediately preceding
sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or
exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this
Section 3(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

 

(iv)       Calculation
of Consideration Received
. If any Option is issued in connection with the issuance or sale of any other securities of the Company
together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto,
the Options will be deemed to have been issued for a consideration of par value of the Company’s Common Stock. If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration
received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common
Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average
of the VWAPs of such security for each of the five Trading Days immediately preceding the date of receipt. If any shares of Common
Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in
which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible
Securities. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the
Company and the Holder. If such parties are unable to reach agreement within 10 days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of such consideration will be determined within five Trading
Days after the 10th day following such Valuation Event by an independent, reputable appraiser jointly selected by the
Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error.
If such appraiser’s valuation differs by less than 5% from the Company’s proposed valuation, the fees and expenses
of such appraiser shall be borne by the Holder, and if such appraiser’s valuation differs by more than 5% from the Company’s
proposed valuation, the fees and expenses of such appraiser shall be borne by the Company.

 

 

(v)       Record
Date
. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for
or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the
issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).

 

(vi)       Notwithstanding
the foregoing, this Section 3(b) shall not apply to any Exempt Issuances.

 

(c)       Intentionally
Omitted

 

(d)       Subsequent
Rights Offerings
. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, no Purchase Rights
will be made under this Section 3(d) in respect of an Exempt Issuance.

 

(e)       Pro
Rata Distributions
. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(d)), then in each such
case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP
determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then
per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable
to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments
shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or
such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.

 

 

(f)       Fundamental
Transaction
.

 

(i)       If,
at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions engages
in any Fundamental Transaction, as defined in the Purchase Agreement, then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction (without regard to any limitation on the exercise of this Warrant), at the option of
the Holder the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation on the exercise of this Warrant). For purposes of any such exercise,
the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall not effect a Fundamental Transaction
unless it gives the Holder at least 10 Trading Days prior notice together with sufficient details so the Holder can make an informed
decision as to whether it elects to accept the Alternative Consideration. If a public announcement of the Fundamental Transaction
has not been made, the notice to the Holder may not be given until the Company files a Form 8-K or other report disclosing the
Fundamental Transaction.

 

(ii)       Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction,
provided that the Warrant Shares
are not registered under an effective registration statement in accordance with the Registration Rights Agreement, the Company
or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within
30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an
amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction or (ii) the positive difference between the cash per share paid in such Fundamental Transaction
minus the then in effect Exercise Price. “Black Scholes Value” means the value of the unexercised portion of this Warrant
based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as
of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg L.P. as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date.

 

(iii)       If
Section 3(f)(i) and (ii) are not applicable, the Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company
under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f)(iii) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant prior to such Fundamental Transaction
(without regard to any limitation on the exercise of this Warrant), and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been
named as the Company herein.

 

 

(g)       Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

(h)       Notice
to Holder
.

 

(i)       Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
email to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. The Holder may supply an email address
to the Company and change such address.

 

(ii)       Notice
to Allow Exercise by the Holder
. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall deliver to the Holder at its last address as it
shall appear upon the Warrant Register of the Company, at least 5 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to email such notice or any defect therein or in the emailing thereof shall not affect the
validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries (as determined in good faith by
the Company), the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The
Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

 

Section 4. Transfer
of Warrant
.

 

(a)       Transferability.
Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be
exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued.

 

(b)       New
Warrants
. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.

 

(c)       Warrant
Register
. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.

 

Section 5. Miscellaneous.

 

(a)       No
Rights as Stockholder Until Exercise
. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof other than as explicitly set forth in Section 3.

 

(b)       Loss,
Theft, Destruction or Mutilation of Warrant
. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. In no event shall the Holder be
required to deliver a bond or other security.

 

(c)       Saturdays,
Sundays, Holidays, etc
. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

 

(d)       Authorized
Shares
.

 

Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its Articles
of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

 

(e)       Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

 

(f)       Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered or if not exercised
on a cashless basis when Rule 144 (or any successor law or rule) is available, may have restrictions upon resale imposed by state
and federal securities laws.

 

(g)       Non-waiver
and Expenses
. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other
provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall
be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.

 

(h)       Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.

 

(i)       Limitation
of Liability
. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.

 

 

(j)       Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate or that there is no irreparable harm
and not to require the posting of a bond or other security.

 

(k)       Successors
and Assigns
. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder of Warrant Shares.

 

(l)       Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and Holders of
75% of the outstanding Warrants issued pursuant to the Purchase Agreement.

 

(m)       Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.

 

(n)       Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  Innovative Payment Solutions, Inc.
     
  By:  
  Name: William Corbett
  Title: Chief Executive Officer

 

 

NOTICE OF EXERCISE

 

To: Innovative
Payment Solutions, Inc.

 

(1)       The
undersigned hereby elects to purchase ___________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,
if any.

 

(2)       Payment
shall take the form of (check applicable box):

 

[  
] in lawful money of the United States; or

 

[  
] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the
cashless exercise procedure set forth in subsection 2(c).

 

(3)       Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:

_______________________________

 

(4)       After
giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

 

The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate to:

 

_______________________________

 

_______________________________

 

_______________________________

 

 

SIGNATURE
OF HOLDER

 

Name of Investing Entity: ___________________________________________________________________

 

Signature of Authorized Signatory of
Investing Entity
: _____________________________________________

 

Name of Authorized Signatory: _______________________________________________________________

 

Title of Authorized Signatory: ________________________________________________________________

 

Date: ____________________________________________________________________________________

 

 

ASSIGNMENT FORM

 

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

 

Innovative Payment Solutions, Inc.

 

FOR VALUE RECEIVED, ____
all of or _______ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

_______________________________________________
whose address is

 

_______________________________________________________________

 

_______________________________________________________________

 

Dated: ______________,
_______

 

Holder’s Signature:
_____________________________

 

Holder’s Address:
_____________________________

 

_____________________________

 

Signature Guaranteed: ___________________________________________

 

NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.

 

15

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase
Agreement (this “Agreement”) is dated as of February 16, 2021, by and between Innovative Payment Solutions, Inc., a
Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each,
a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section
5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to
issue and sell to the Purchaser, and the Purchaser 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 the Purchaser agree as follows:

 

ARTICLE I.
DEFINITIONS

 

1.1 Definitions.
In addition to the words and terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:

 

“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.

 

“Action”
shall have the meaning ascribed to such term in Section 3.1(j).

 

“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.

 

“Board of Directors”
means the board of directors of the Company.

 

“Closing”
means the closing of the purchase and sale of the Notes pursuant to Section 2.1.

 

“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities to be issued and sold, in each case, have been satisfied or waived, but in no event later
than the second Trading Day following the date hereof.

 

“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.

 

“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, 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.

 

 

“Company Counsel”
means Gracin & Marlow LLP.

 

“Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(s).

 

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

 

“Exempt Issuance”
means the issuance of (a) shares of Common Stock, restricted stock units or options, and the underlying shares of Common Stock
to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose,
by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose for services rendered to the Company, (b) securities issued upon the exercise or exchange
of or conversion of any Securities issued hereunder and/or other securities issuable pursuant to existing agreements, 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 (other than in connection with stock dividends, stock
splits or combinations) or to extend the term of such securities, (c) securities issued pursuant, acquisitions or strategic transactions
approved by a majority of the 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 which shall reasonably be expected to provide to the Company additional benefits, 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, (d) securities issued pursuant to any purchase money equipment loan or capital
leasing arrangement, purchasing agent or debt financing from a commercial bank or similar financial institution, (e) securities
issued pursuant to any presently outstanding warrants or this Agreement; and (f) securities upon a stock split, stock dividend
or subdivision of the Common Stock and shares of common stock in a public offering; (g) non-convertible loans from traditional
commercials banks with interest per annum not to exceed 12% which will rank pari passu with the Notes issued to investors
by the Company.

 

“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.

 

“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).

 

“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).

 

“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications,
and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed
names and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations,
and renewals in connection therewith, (d) all trade secrets under applicable state laws and the common law and know-how (including
formulas, techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information,
and business and marketing plans and proposals), (e) all computer software (including source code, object code, diagrams, data
and related documentation), and (f) all copies and tangible embodiments of the foregoing (in whatever form or medium).

 

 

“Licensed Intellectual
Property Agreement” means all licenses, sublicenses, agreements and permissions (each as amended to date) that any third
party owns and that the Company uses, including off-the-shelf software purchased or licensed by the Company.

 

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

 

“Material Adverse
Effect” shall have the meaning assigned to such term in Section 3.1(b).

 

“Notes”
means the Original Issue Discount Convertible Promissory Notes issued to the Purchaser, in the form of Exhibit A attached
hereto.

 

“Note Conversion
Price” means $0.23 per share, subject to adjustment as provided in the Note.

 

“Original Issue
Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the number
of instruments which may be issued to evidence such Notes.

 

“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

 

“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.8.

 

“Regulation FD”
means Regulation FD promulgated by the SEC pursuant to the Exchange Act, as such Regulation may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as
such Regulation

 

“Reserve”
shall have the meaning ascribed to such term in Section 4.9.

 

“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).

 

“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

 

“SEC” means
the United States Securities and Exchange Commission.

 

“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).

 

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

 

 

“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Shares”
means the Common Stock issuable upon conversion of the Notes.

 

“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to
include the location and/or reservation of borrowable shares of Common Stock).

 

“Subscription
Amount” means _____________.

 

“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a majority of the Board of Directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of
such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity,
the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the
Company.

 

“Trading Day”
means a day on which the principal Trading Market is open for trading.

 

“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the OTCQB, the OTCQX, or the OTC Pink Marketplace (or any successors to any of the foregoing).

 

“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Registration Rights Agreement and any other documents or agreements
executed in connection with the transactions contemplated hereunder, including, but not limited to, the documents referenced in
Section 2.3(a).

 

“Transfer Agent”
means Nevada Agency & Transfer Company, and any successor transfer agent of the Company.

 

“Variable Rate
Transaction” means any Equity Line of Credit or similar agreement, nor issue nor agree to issue any Common Stock, floating
or Variable Priced Equity Linked Instruments nor any of the foregoing or equity with price reset rights (subject to adjustment
for stock splits, distributions, dividends, recapitalizations and the like) (collectively, the “Variable Rate Transaction”).
For purposes of this Agreement, “Equity Line of Credit” shall include any transaction involving a written agreement
between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the
investor or underwriter over an agreed period of time and at an agreed price or price formula, and “Variable Priced Equity
Linked Instruments” shall include: (A) any debt or equity securities which are convertible into, exercisable or exchangeable
for, or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or
other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial
issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange price that is subject to being reset
at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price
of the Company’s Common Stock since date of initial issuance, and (B) any amortizing convertible security which amortizes
prior to its maturity date, where the Company is required or has the option to (or any investor in such transaction has the option
to require the Company to) make such amortization payments in shares of Common Stock which are valued at a price that is based
upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt
or equity security (whether or not such payments in stock are subject to certain equity conditions). For purposes of determining
the total consideration for a convertible instrument (including a right to purchase equity of the Company) issued, subject to an
original issue or similar discount or which principal amount is directly or indirectly increased after issuance, the consideration
will be deemed to be the actual cash amount received by the Company in consideration of the original issuance of such convertible
instrument.

 

 

“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 immediately and have a term of exercise equal to five years from such initial exercise
date, in the form of Exhibit B attached hereto.

 

“Warrant Exercise
Price” means $0.24 per share.

 

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

 

ARTICLE II.
PURCHASE AND SALE

 

2.1 Closing.
On the Closing Dates, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly,
agrees to purchase an aggregate of (i) _____________ face value of original issue discount Notes for a total purchase price of
__________, and (ii) a Warrant to purchase ____________ shares of Common Stock. On the Closing Date, the Purchaser shall deliver
to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount of ____________,
and the Company shall deliver to the Purchaser the Note as determined pursuant to Section 2.2(a), and the Company and the Purchaser
shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 (a) and 2.3(b), the Closing shall occur at the offices of Company Counsel or such other location as the
parties shall mutually agree.

 

2.2 Deliveries.

 

(a) On or prior to the
Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

 

(i)
this Agreement duly executed by the Company;

 

(ii)
a Note in the principal amount of _________, convertible at the Note Conversion Price, registered in the name of the Purchaser;

 

(iii)
an original Warrant to purchase ___________ shares of Common Stock, exercisable at the Warrant Exercise Price, registered
in the name of such Purchaser;

 

 

(iv)
the Registration Rights Agreement duly executed by the Company;

 

(v)
a Board Consent approving the issuance of the Notes and the execution of the Transaction Documents on behalf of the Company.

 

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

 

(i)
this Agreement duly executed by the Purchaser;

 

(ii)
the Registration Rights Agreement duly executed by the Purchaser; and

 

(iii)
the Purchaser’s Subscription Amount by wire transfer to the Company.

 

2.3 Closing Conditions.

 

(a) The obligations of
the Company hereunder in connection with the Closing are subject to the following conditions being met:

 

(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);

 

(ii)
all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall
have been performed;

 

(iii)
the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement; and

 

(b) The respective obligations
of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

 

(i)
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date);

 

(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
have been performed;

 

(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

 

 

(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

 

(v)
from the date hereof to the Closing Date trading in the Common Stock shall not have been suspended by the SEC or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing.

 

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

 

3.1 Representations
and Warranties of the Company
. The Company hereby makes the following representations and warranties to each Purchaser as of
the date hereof:

 

3.2 Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth in the SEC Reports. 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.

 

3.3 Organization
and Qualification
. The Company and each of the Subsidiaries 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. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or Articles of Incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity 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: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), 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.

 

 

3.4 Authorization;
Enforcement
. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. Subject to obtaining the Required Approvals, this Agreement
and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

 

3.5 No Conflicts.
Except as set forth in Schedule 3.1(d), the execution, delivery and performance by the Company of this Agreement and the
other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions
contemplated hereby and thereby do not and will not (i) subject to the Required Approvals, conflict with or violate any provision
of the Company’s or any Subsidiary’s Certificate or Articles of Incorporation, bylaws or other organizational or charter
documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or
affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.

 

3.6 Filings, Consents
and Approvals
. Except as set forth on Schedule 3.1(e), the Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than: (i) the filings required pursuant to Section 4.4 of this Agreement, blue sky filings or a Form D filing(ii) application(s)
to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, (iii)
such filings as are required to be made under applicable state securities laws (the “Required Approvals”).

 

3.7 Issuance of
the Securities
. 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 nonassessable, free and clear of all Liens imposed by the Company. The
Shares, when issued upon conversion of the Notes will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock issuable
pursuant to the Notes equal to the amount set forth in Section 4.9.

 

 

3.8 Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1. 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 awards under
the Company’s equity incentive 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 on Schedule 3.1(g), 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 the capital stock of any Subsidiary, 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 or
capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue
shares of Common Stock or other securities to any Person (other than the Purchaser) 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 outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem
a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. 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.

 

3.9 SEC Reports;
Financial Statements
. 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”). 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 consolidated
financial statements of the Company included in the SEC Reports, together with the related notes and schedules, present fairly,
in all material respects, the consolidated financial position of the Company and any of its Subsidiaries as of the dates indicated
and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods
specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with
United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved;
there are no financial statements (historical or pro forma) that are required to be included in the SEC Reports that are not included
as required; the Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including
any off-balance sheet obligations), not described in the SEC Reports; and all disclosures contained in the SEC Reports, if any,
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply with
Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial
data set forth in each of the SEC Reports fairly presents the information set forth therein on a basis consistent with that of
the audited financial statements contained in the Company’s SEC Reports. The interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the SEC Reports fairly presents the information called for in all material respects
and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

 

 

3.10 Material Changes;
Undisclosed Events, Liabilities or Developments
. Since the date of the latest financial statements included within the SEC
Reports (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 SEC, (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 equity incentive plans. The Company does not have pending before the SEC any request for confidential treatment
of information. Other than as disclosed on Schedule 3.1(i), except for the issuance of the Securities contemplated by this
Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected
to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations,
assets 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.

 

3.11 Litigation.
Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation,
inquiry or other similar proceeding of any federal or state government unit pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance
of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. The Company has no reason to believe that an Action will be filed against it in the future except as disclosed
on Schedule 3.1(j). Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject
of any Action involving a claim of violation of or liability under federal or state securities laws or a claim for fraud or breach
of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
or inquiry by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Securities Act, and the Company has no reason to believe it will do so in the future.

 

 

3.12 Labor Relations.
No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which
could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize
the employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of
any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries
to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S.
federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. There is no workmen’s compensation liability matter, employment-related charge,
complaint, grievance, investigation, inquiry or obligation of any kind pending, or to the Company’s knowledge, threatened,
relating to an alleged violation or breach by the Company or its Subsidiaries of any law, regulation or contract that could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

3.13 Compliance.
Except as set forth on Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by
the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation
of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

3.14 Environmental
Laws
. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where
in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the
aggregate, a Material Adverse Effect.

 

 

3.15 Regulatory
Permits
. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company
nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries
or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting
or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company
or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than
such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse
Effect on the Company or any of its Subsidiaries.

 

3.16 Title to Assets.
Subject to the Liens of the outstanding secured senior debt, the Company and the Subsidiaries have good and marketable title in
fee simple to all personal property owned by them that is material to the business of the Company and the Subsidiaries. The Company
owns no real property. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under
valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

3.17 Intellectual
Property
.

 

(i)
Subject to the Liens of the outstanding secured senior debt, to the Company’s knowledge, the Company owns or possesses
or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual
Property necessary for the operation of the business of the Company as presently conducted.

 

(ii)
To the Company’s knowledge, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise
come into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which
indicate a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging any
such interference, infringement, misappropriation, or conflict (including any claim that the Company must license or refrain from
using any Intellectual Property rights of any third party). To the knowledge of the Company, no third party has interfered with,
infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of the Company.

 

(iii)
With respect to each Licensed Intellectual Property Agreement:

 

(A) The
Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect;

 

(B) To
the Company’s knowledge, no party to the Licensed Intellectual Property Agreement is in breach or default, and no event has
occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration
thereunder, which as to any such breach, default or event could have a Material Adverse Effect on the Company;

 

(C) No
party to such Licensed Intellectual Property Agreement has repudiated any provision thereof;

 

 

(D) Except
as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise
has knowledge that the underlying item of Intellectual Property is subject to any outstanding injunction, judgment, order, decree,
ruling, or charge; and

 

(E) Except
as set forth on Schedule 3.1(p)(iii), the Company has not granted any sublicense or similar right with respect to the license,
sublicense, agreement, or permission.

 

(iv)
The Company has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including,
but not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations,
guidelines, and rules applicable to any personal identifiable information.

 

(v)
Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently
used in the business of the Company (each, a “Developer”) which is not licensed from third parties has executed one
or more agreements containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer
has assigned to the Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property,
including all rights in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company.

 

(vi)
Each Developer has signed a perpetual non-disclosure agreement with the Company.

 

3.18 Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.

 

3.19 Transactions
With Affiliates and Employees
. Except as disclosed in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock award agreements under any equity incentive
plan of the Company.

 

 

3.20 Sarbanes-Oxley;
Internal Accounting Controls
. Except as disclosed in the SEC Reports, 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 SEC 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 as set forth in the SEC Reports. 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) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.

 

3.21 Certain Fees.
Except as set forth on Schedule 3.1(t), no brokerage or finder’s fees or commissions are or will be payable by the
Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due by the Company in connection with the transactions contemplated by the Transaction Documents.

 

3.22 Investment
Company
. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.

 

3.23 Registration
Rights
. Except as disclosed on Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary to effect
the registration under the Securities Act of any securities of the Company or any Subsidiary.

 

3.24 Listing and
Maintenance Requirements
. The Common Stock is registered pursuant to Section 12(b) or 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 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. The Common Stock is currently eligible for electronic
transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment
of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic
transfer.

 

3.25 Application
of Takeover Protections
. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

 

 

3.26 Disclosure.
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 Purchaser or its agent or counsel with any
information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
on Schedule 3.1(y). The Company understands and confirms that the Purchaser will rely on the foregoing representation in
effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the
Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they
were made not misleading. The press releases disseminated by the Company during the 12 months preceding the date of this Agreement
do not contain any untrue statement of a material fact or omit 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 and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.

 

3.27 No Integrated
Offering
. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the
Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable stockholder approval provisions of any Trading
Market on which any of the securities of the Company are listed or designated.

 

3.28 Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the Company’s assets do not constitute unreasonably
small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into
account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (ii) the current cash flow of the Company, together with the proceeds the Company would receive,
were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay
all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur
debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on
or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file
for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing
Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company
or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) 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 consolidated 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 (z) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized
in accordance with GAAP. Except as set forth on Schedule 3.1(aa), neither the Company nor any Subsidiary is in default with
respect to any Indebtedness.

 

 

3.29 Tax Status.
The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required
to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not
being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise
disclosed in Schedule 3.1(bb), no tax deficiency has been determined adversely to the Company or any of its Subsidiaries
which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any
federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against
it which would have a Material Adverse Effect

 

3.30 Foreign Corrupt
Practices
. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its
behalf of which the Company is aware) which is in violation of law, or (iv) violated any provision of FCPA.

 

3.31 Accountants.
The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting
firm (i) is a registered public accounting firm registered with the Public Company Accounting Oversight Board as required by the
Exchange Act and (ii) has expressed its opinion with respect to the financial statements included in the Company’s Annual
Report for the fiscal year ending December 31, 2019.

 

3.32 Acknowledgment
Regarding Purchaser’s Purchase of Securities
. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is 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 thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Securities. The Company further represents to
the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

 

 

3.33 Acknowledgement
Regarding Purchaser’s Trading Activity
. Notwithstanding anything in this Agreement or elsewhere to the contrary (except
for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked
by the Company to agree, nor has the 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 the Purchaser is a party, directly or indirectly, presently may have a “short”
position in the Common Stock, and (iv) the 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) the
Purchaser 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 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.

 

3.34 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.

 

3.35 Private Placement.
Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.1, no registration under
the Securities Act is required for the offer and sale of the Notes or the Shares issuable upon conversion thereof by the Company
to the Purchasers as contemplated hereby.

 

3.36 No General
Solicitation
. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company offered the Securities for sale only to the Purchaser and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

 

3.37 No Disqualification
Events
. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under the Securities Act,
none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected
with the Company in any capacity at the time of sale, nor any Person, including a placement agent, who will receive a commission
or fees for soliciting purchasers (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company
has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a
copy of any disclosures provided thereunder.

 

3.38 Notice of Disqualification
Events
. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification Event relating
to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification
Event relating to any Issuer Covered Person, in each case of which it is aware.

 

 

3.39 Office of Foreign
Assets Control
. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”).

 

3.40 U.S. Real Property
Holding Corporation.
The Company is not and has never been a U.S. real property holding corporation within the meaning of Section
897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

 

3.41 Bank Holding
Company Act
. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of
a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve.

 

3.42 Money Laundering.
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

3.43 Representations
and Warranties of the Purchaser
. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of
the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):

 

3.44 Organization;
Authority
. The Purchaser is either an individual or 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 this Agreement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser
of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability
company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been
duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.

 

 

3.45 Understandings
or Arrangements
. The Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and
warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities
laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser understands that
the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable
state securities law and is acquiring such Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has
no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Purchaser’s right to sell such Securities in compliance with applicable federal and state securities laws).

 

3.46 Purchaser Status.
At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, an accredited investor within the
meaning of Rule 501 under the Securities Act. The Purchaser is not subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3).

 

3.47 Experience
of the Purchaser
. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

 

3.48 Access to Information.
The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules
thereto) and has been afforded, subject to Regulation FD, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii)
the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or
expense that is necessary to make an informed investment decision with respect to the investment; provided, however, that the Purchaser
has not requested nor been provided by the Company with any non-public information regarding the Company, its financial condition,
results of operations, business, properties, management and prospects. The Purchaser acknowledges and agrees that neither the Company
nor anyone else has provided the Purchaser with any information or advice with respect to the Securities nor is such information
or advice necessary or desired.

 

 

3.49 Certain Transactions
and Confidentiality
. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person
acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales,
including Short Sales, of the securities of the Company during the period commencing as of the time that the 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 and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in
the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of the 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 or to the Purchaser’s representatives, including,
without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, the Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and
terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a
representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of,
available shares to borrow in order to effect Short Sales or similar transactions in the future.

 

The Company acknowledges and agrees that
the representations contained in this Article III shall not modify, amend or affect the Purchaser’s right to rely on the
Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the
consummation of the transaction contemplated hereby.

 

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

 

4.1 Removal of Legends.

 

(a) The Shares, the Warrants
and Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer
of the Shares, Warrants or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company
or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the
transferor to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company
at the cost of 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 Shares, Warrants or Warrant Shares under the Securities Act.

 

(b) Each Purchaser agrees
to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares, the Warrants or Warrant Shares
in the following form:

 

NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE 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 OR SOLD 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE 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.

 

 

(c) 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 Shares or Warrant Shares 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 Shares or Warrant Shares 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 Shares and Warrant Shares may reasonably request in connection with a pledge or transfer of the
Shares or Warrant Shares.

 

(d) Certificates evidencing
the Shares and the Warrant Shares (or the Transfer Agent’s records if held in book entry form) shall not contain any legend
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such securities
is effective under the Securities Act (the “Effective Date”), (ii) following any sale of such Shares or Warrant Shares
pursuant to Rule 144, (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144, without the requirement for
the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares
and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities
Act (including Sections 4(a)(1) and 4(a)(7) judicial interpretations and pronouncements issued by the staff of the SEC). The Company
shall, if any of the provisions in clause (i) –(iv) above are applicable, at its expense, cause its counsel to issue a legal
opinion to the Transfer Agent promptly after the Effective Date 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 a Warrant is exercised at a time when there is an effective registration
statement to cover the resale of the Shares or the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144
and the Company is then in compliance with the current public information required under Rule 144, or if the Shares or Warrant
Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Shares or Warrant Shares and without volume or manner-of-sale restrictions or if such legend
is not otherwise required under applicable requirements of the Securities Act (including Sections 4(a)(1) and 4(a)(7), judicial
interpretations and pronouncements issued by the staff of the SEC) then such Shares or Warrant Shares shall be issued or reissued
free of all legends. The Company agrees that following the effective date of any registration statement or at such time as such
legend is no longer required under this Section 4.1(c), it will, no later than two Trading Days following the delivery by a Purchaser
to the Company or the Transfer Agent of a certificate representing restricted Shares or Warrant Shares, as applicable, issued with
a restrictive legend (such second Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such
Purchaser a certificate representing such Shares or Warrant Shares that is free from all restrictive and other legends. 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 4.1. Certificates for Shares or Warrant 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. The Company shall be responsible for any delays caused by its Transfer Agent.

 

 

(e) In addition to such
Purchaser’s other available remedies, (i) the Company shall pay to a Purchaser, in cash, as partial liquidated damages and
not as a penalty, for each $1,000 of the principal amount of the Notes being converted or the value of the Warrant Shares for which
a Warrant is being exercised (based on the Warrant Exercise Price), $10 per Trading Day for each Trading Day after the Legend Removal
Date (increasing to $20 per Trading Day after the fifth Trading Day) until such certificate is delivered without a legend. Nothing
herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates
representing any Securities as required by the Transaction Documents, 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, and
(ii) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale
of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated
receiving from the Company without any restrictive legend, then, the Company shall pay to such Purchaser, in cash, an amount equal
to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses,
if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any)
(the “Buy-In Price”) over the product of (A) such number of Shares or Warrant Shares that the Company was required
to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the highest closing sale price of the Common Stock on
any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Shares
or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this Section 4.1(d).

 

(f) In the event a Purchaser
shall request delivery of unlegended shares as described in this Section 4.1 and the Company is required to deliver such unlegended
shares, (i) it shall pay all fees and expenses associated with or required by the legend removal and/or transfer including but
not limited to legal fees, Transfer Agent fees and overnight delivery charges and taxes, if any, imposed by any applicable government
upon the issuance of Common Stock; and (ii) the Company may not refuse to deliver unlegended shares based on any claim that such
Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the
Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining
and or enjoining delivery of such unlegended shares shall have been sought and obtained by the Company and the Company has posted
a surety bond for the benefit of such Purchaser in the amount of the greater of (i) 150% of the amount of the aggregate purchase
price of the Shares (based on amount of principal and/or interest of the Note which was converted) and Warrant Shares (based on
exercise price in effect upon exercise) which is subject to the injunction or temporary restraining order, or (ii) the VWAP of
the Common Stock on the Trading Day before the issue date of the injunction multiplied by the number of unlegended shares to be
subject to the injunction, which bond shall remain in effect until the completion of the litigation of the dispute and the proceeds
of which shall be payable to such Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.

 

4.2 Furnishing of
Information
.

 

(a) Until the earliest
of the time that (i) no Purchaser owns Shares and Warrant Shares or (ii) the Warrants have expired, the Company covenants 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 month anniversary of the date hereof and ending at such time on the earlier to occur that the
Warrants are not outstanding, terminated or that all of the Warrant Shares (assuming cashless exercise) may be sold without the
requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to
Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c)
for a period of more than 30 consecutive days or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer
in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) for a period of more than 30 consecutive
days (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 Shares and/or Warrant Shares, an amount in cash equal to two percent of the aggregate Note Conversion
Price of such Purchaser’s Note(s) and/or Warrant Exercise Price of such Purchaser’s Warrants on the day of a Public
Information Failure and on every 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 such public information is no longer required
for the Purchasers to transfer the Shares and/or Warrant Shares pursuant to Rule 144. Public Information Failure Payments shall
be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred
and (ii) the second Trading 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 one and one-half percent 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.

 

4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other
transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

 

4.4 Securities Laws
Disclosure; Publicity
. The Company shall, by 5:30 p.m. (New York City time) on the second trading date following the date of
execution hereof, file a Current Report on Form 8-K disclosing the material terms of this Agreement, including the Transaction
Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the filing of the Form
8-K as provided in the preceding sentence, the Company represents to the Purchaser that it shall have publicly disclosed all material,
non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers,
directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,
directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of their Affiliates on the other hand, shall
terminate. The Company and the Purchaser shall consult with each other in issuing any press releases with respect to the transactions
contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public
statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent
of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed,
except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior
notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name
of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without
the prior written consent of the Purchaser, except (a) as required by federal securities law in connection with the filing of final
Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which
case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b).

 

 

4.5 Stockholder
Rights Plan
. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and the Purchaser.

 

4.6 Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall
be disclosed pursuant to Section 4.6 and except as permitted under Section 4.11, the Company covenants and agrees that neither
it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing
a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the
form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company
shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent
to the Company. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser
without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of
confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates,
not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable
law. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company,
or information provided, to the Purchaser constitutes, or contains, material, non-public information regarding the Company or any
Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current
Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents,
if the Company knowingly provides any material, non-public information to the Purchasers without their prior written consent, and
it fails to immediately (no later than that Trading Day) file a Form 8-K disclosing this material, non-public information, it shall
pay the Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s
Subscription Amount beginning with the day the information is disclosed to the Purchaser and ending and including the day the Form
8-K disclosing this information is filed.

 

 

4.7 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, and shall not use
such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) in violation of FCPA or OFAC regulations,
or (c) to lend money, give credit, or make advances to any officers, directors, employees or affiliates of the Company.

 

4.8 Indemnification
of Purchaser
.

 

(a) Subject to the provisions
of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, stockholders, members, partners,
employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any
other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against the Purchaser
Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action
is solely based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents
or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful
misconduct or malfeasance) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement,
any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant
to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume
the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for
the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). The Company
will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the
Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser
Parties shall have the right to settle any action against any of them by the payment of money provided that they cannot agree to
any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form.
The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the investigation
or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any
cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject
to pursuant to law.

 

 

(b) Settlement Without
Consent if Failure to Reimburse
. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of
the nature contemplated by Section 4.8 effected without its written consent if (1) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying party shall
not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

 

4.9 Reservation
of Common Stock
. Beginning on the Closing Date, until no portion of the Notes remains outstanding the Company shall reserve
and keep available at all times in favor of the Purchaser, on a pro rata basis based on the Purchasers Subscription Amount, free
of preemptive rights, two times the number of Shares issuable to the Purchasers upon conversion of the Notes and Warrants (subject
to adjustment for stock splits and dividends, combinations and similar events) (the “Reserve”). The Reserve
amount shall thereafter be increased, on a first-priority basis, as and when new shares become available for reserve and reduced
from time to time upon any conversion of the Notes in an amount equal to the number of Shares so issued upon such conversion(s)
or increased if the Note Conversion Price is adjusted as provided for under the Notes.

 

4.10 Listing of
Common Stock
. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the
Trading Market on which it is currently listed. The Company further agrees, if the Company applies to have the Common Stock traded
on any other Trading Market, it will then include in such application all of the Shares, and will take such other action as is
necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will
then take all action necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all
respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The
Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or
another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company
or such other established clearing corporation in connection with such electronic transfer.

 

4.11 Senior Debt.
The Company shall not issue any new indebtedness which is senior in rank to the Debenture while the Debenture is outstanding.

 

 

4.12 Certain Transactions
and Confidentiality
. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding
with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing
with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4. Each Purchaser covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information
included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to
the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant
hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4,
(ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality
or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press
release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s
assets, the covenant 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.

 

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

 

4.14 DTC Program.
For so long as any of the Notes are outstanding, the Company will employ as the Transfer Agent for the Common Stock and Shares
a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable
pursuant to such program.

 

4.15 Maintenance
of Property
. The Company shall keep all of its property necessary for the operations of its business, which is necessary or
useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.

 

4.16 Preservation
of Corporate Existence
. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises
in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which
such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

 

4.17 No Registration
of Securities on Form S-1.
Other than the registration rights provided under the Registration Rights Agreement, for the initial
six months the Notes are outstanding, the Company will not file any registration statements on Form S-1. For the avoidance of doubt,
the foregoing shall not prevent the Company from filing a Registration Statement on Form S-8 with respect to equity compensation
plans.

 

 

4.18 Variable Rate
Transactions
. While any of the Notes are outstanding, the Company shall be prohibited from entering a Variable Rate Transaction
without the prior consent of the holders of more than 50% in principal amount of the then outstanding notes.

 

ARTICLE V.
MISCELLANEOUS

 

5.1 Termination.
This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated
on or before February 28, 2021; provided, however, that no such termination will affect the right of any party to sue for any breach
by any other party (or parties).

 

5.2 Fees and Expenses.
Except as expressly set forth below and 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
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and
any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of
any Securities to the Purchaser. Upon the Closing, the Company agrees to pay counsel for the several Purchasers $4,500 in legal
fees.

 

5.3 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof 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, exhibits and schedules.

 

5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
by email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. ( Eastern
Standard or Daylight Savings Time, as applicable) on a Trading Day, (b) the next Trading Day after the date of transmission, if
such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading
Day following the date of transmission, if sent by U.S. nationally recognized overnight delivery service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file
such notice with the SEC pursuant to a Current Report on Form 8-K, or which failure to do so will subject the Company to the liquidated
damages provided for in Section 5.

 

 

5.5 Amendments;
Waivers
. Except as provided in the last sentence of this Section 5.5, no provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and a majority in interest
of the outstanding balance of the Note or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right. Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon the Purchaser and holder
of Securities and the Company.

 

5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

 

5.7 Successors and
Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser.
Each Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers
any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the
provisions of the Transaction Documents that apply to the Purchaser.

 

5.8 No Third-Party
Beneficiaries
. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth
in Section 4.8 and this Section 5.9.

 

5.9 Governing Law;
Exclusive Jurisdiction; Attorneys’ Fees
. 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 conflicts of law thereof. Each party agrees that all legal Proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the New York County, New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York County, New York
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 Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such 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
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party
shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations
of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such Action or Proceeding.

 

5.10 Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

 

 

5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ signature
page were an original thereof.

 

5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

 

5.13 Rescission
and Withdrawal Right
. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then that Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission
of an conversion of a Note, the Purchaser shall be required to return any Shares subject to any such rescinded Conversion Notice
concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to the Purchaser’s Note.

 

5.14 Replacement
of Securities
. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction without requiring the posting of any bond.

 

5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser
and the Company 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.

 

5.16 Payment Set
Aside.
To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or
a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any
law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to
the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

 

 

5.17 Independent
Nature of Purchasers’ Obligations and Rights
. The obligations of each Purchaser under any Transaction Document 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 any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or 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 the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of 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 its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively
and not between and among the Purchasers.

 

5.18 Liquidated
Damages
. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.

 

5.19 Saturdays,
Sundays, Holidays, etc
. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

5.20 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.

 

5.21 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 waive forever trial by jury.

 

5.22 Non-Circumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, including any
Certificates of Designation, or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take
all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing
or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of
any Shares issuable upon conversion of the Notes above the Note Conversion Price then in effect and (b) shall take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares
upon the conversion of the Notes. Notwithstanding anything herein to the contrary, if after 180 days from the original issuance
date, the Purchasers are not permitted to convert the Note, in full, for any reason, subject to the Purchaser’s compliance
with Rule 144 the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining
such consent or approvals as necessary to permit such conversion or exercise.

 

(Signature Pages Follow)

 

 

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.

 

Innovative Payment Solutions, Inc.   Address for Notice:
     
By:     19355 Business Center Drive, #9
  Name:  William Corbett   Northridge, CA 91324
  Title:    Chief Executive Officer   Email: bill@innovatepaysolve.com
     
With a copy to (which shall not constitute notice):   Gracin & Marlow, LLP
    1825 Corporate Blvd, NW #110,
    Boca Raton, FL 33431

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

 

PURCHASER SIGNATURE PAGE TO

SECURITIES PURCHASE AGREEMENT

 

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

 

Name of Purchaser:

Signature of Authorized Signatory of
Purchaser
:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Facsimile Number of Authorized Signatory:

Address for Notice to Purchaser:

 

Address for Delivery of Securities to Purchaser
(if not same as address for notice):

 

____________________________________

____________________________________

 

Subscription Amount:

 

EIN Number: __________________

 

Purchaser Signature Page

 

 

EXHIBIT A

Form of Note

 

 

EXHIBIT B

Form of Warrant

 

  

EXHIBIT D

Form of Consent

 

Innovative Payment Solutions, Inc. (the
“Company”) has information or notice of a proposed event (collectively, the “Information”) that it is either
required to provide you pursuant to that certain Securities Purchase Agreement dated _______________ (“Agreement”)
between you and the Company or believes that you would be interested in obtaining.

 

If the Company is required
to provide this Information to you under the Agreement, you acknowledge that receipt of this information may restrict you from
trading in the Company’s securities until this Information is made public in accordance with the Agreement.

 

If the Company is not required
to provide this Information to you under the Agreement, you acknowledge that this may restrict you from trading in the Company’s
securities until this Information is made public in accordance with the Agreement. Provided, however, if the Company does not immediately
file a Form 8-K publicly disclosing this Information, you shall be entitled to remedies under the Agreement including liquidated
damages under Section 4.6.

 

Please respond in writing if you do or
do not want to be provided with the Information. If the Company does not receive your response within three business days, we will
have the right to assume that you have chosen not to receive the Information and, if applicable, waived your right to any piggyback
registration rights, subsequent offering rights and any other rights provided for under the Agreements that require notice, for
which this Information (including notice) is being given.

 

Please sign below and check the appropriate
box below.

  

  Sincerely,
   
  Innovative Payment Solutions, Inc.
     
  By:  
  Name:   
  Title: Chief Executive Officer

 

___ Yes. Please provide we with the Information

 

___ No. Do not provide me with the Information

 

__________________________

__________________________

 

 

Exhibit D

 

Exhibit 10.3

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights
Agreement (this “Agreement”) is made and entered into as of February 16, 2021 between Innovative Payment Solutions,
Inc. a Nevada corporation (the “Company”) and ________________ (“Purchaser”).

 

WHEREAS, the Company
and the Purchaser are parties to that certain Securities Purchase Agreement, dated as of the date of this Agreement (the “Purchase
Agreement”
), pursuant to which the Purchaser is purchasing the Note and Warrants of the Company; and

 

WHEREAS, in connection
with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement,
the parties desire to enter into this Agreement in order to grant certain registration rights to the Purchasers as set forth below.

 

NOW, THEREFORE, in
consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

 

1. Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:

 

Advice
shall have the meaning set forth in Section 6(d).

 

Agreement
shall have the meaning set forth in the Preamble.

 

CDI 612.09
means Section 612.09 of the Commission’s Compliance and Disclosure Interpretations.

 

Closing
means the closing of the purchase and sale of the Notes and Warrants pursuant to the Purchase Agreement.

 

Commission
means the Securities and Exchange Commission.

 

Common Stock
means the common stock of the Company, par value $0.0001 per share, issuable under the Note and Warrants, and any other class of
securities into which such securities may hereafter be reclassified or changed into.

 

Company
shall have the meaning set forth in the Preamble.

 

Effectiveness
Date
” means, with respect to the Initial Registration Statement required to be filed hereunder or any other Registration
Statement, 120 days following the Closing; provided, however, that in the event the Company is notified by the Commission
that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is
so notified if such date precedes the date otherwise required above.

 

Effectiveness
Period
” shall have the meaning set forth in Section 2(a).

 

Event
shall have the meaning set forth in Section 2(b).

 

Event Date
shall have the meaning set forth in Section 2(b).

 

 

Exchange
Act
” means the Securities Exchange Act of 1934.

 

Filing Date
means, with respect to the Initial Registration Statement required hereunder, 90 days following the Closing, and with respect to
any additional Registration Statements which may be required pursuant to Section 2, the earliest practical date on which the Company
is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities.

 

Holder
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

 

Indemnified
Party
” shall have the meaning set forth in Section 5(c).

 

Indemnifying
Party
” shall have the meaning set forth in Section 5(c).

 

Initial Registration
Statement
” means the initial Registration Statement filed pursuant to this Agreement.

 

Losses
shall have the meaning set forth in Section 5(a).

 

Notes
means the Original Issue Discount Convertible Promissory Notes issued to the Purchaser, under the Purchase Agreement.

 

Person
means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated
organization, trust, association or other entity.

 

Plan of Distribution
shall have the meaning set forth in Section 2(a).

 

Proceeding
means any action, claim, suit, investigation or legal proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

 

Prospectus
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.

 

Purchaser
shall have the meaning set forth in the Preamble.

 

Purchase
Agreement
” shall have the meaning set forth in the Recitals.

 

Registrable
Securities
” means (a) all of the shares of Common Stock issuable under the Note and Warrants issued pursuant to the Purchase
Agreement and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.

 

Registration
Statement
” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(b), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.

 

 

Rule 144
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 

Rule 415
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.

 

Rule 424
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.

 

SEC Guidance
means (i) any publicly-available written or oral guidance (including CDI 612.09), comments, requirements or requests of the Commission
staff and (ii) the Securities Act.

 

Securities
Act
” means the Securities Act of 1933.

 

Selling Stockholder
Questionnaire
” shall have the meaning set forth in Section 3(a).

 

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

 

Trading Market
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
or the OTC Markets (or any successors to any of the foregoing).

 

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

 

Transfer
Agent
” means Nevada Agency & Transfer Company, the transfer agent of the Company, with a mailing address of 50 West
Liberty Street, Suite 880, Reno, Nevada 89501, and a facsimile number of (775) 322-5623, and any successor transfer agent of the
Company.

 

Warrants
means, collectively, the Common Stock purchase warrants delivered to the Purchasers in accordance with the Purchase Agreement.

 

 

2. Shelf Registration.

 

(a) On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain
a description of the Holders planned distribution (unless otherwise directed by at least an 85% majority in interest of the Holders)
substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall respond
to any comments from the staff of the Commission within 7 days of the receipt of such comments. In the event the amount of Registrable
Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall
use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with
the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum
portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use
its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after
the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration
Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement
have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be
registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined
by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent
and the affected Holders (the “Effectiveness Period”). Provided, however, during any period of time that the
Company’s financial statements contained in a prospectus do not meet the requirements of Securities Act Section 10(a)(3) and the
remaining period until the date its Form 10-K is required to be filed (excluding any extended period of time permitted by rule
of the SEC) does not exceed 60 days, the Company shall be excused from amending or supplementing its prospectus for the remaining
period until the date its Form 10-K is required to be filed (including any extended period of time permitted by rule of the SEC).
The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading
Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement
on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested
for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by
Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent
efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise
directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such
Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities purchased
by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the
event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the
calculations as to such Holder’s allotment.

 

(b) If
a Registration Statement registering for resale all of the Registrable Securities (i) is not declared effective by the Commission
by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason
for such non-registration of all or any portion of the Registrable Securities is solely as a result of SEC Guidance under Rule
415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement
with respect to the Holders), or (ii) after the effective date of a Registration Statement, such Registration Statement ceases
for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the
Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 30 calendar
days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on
which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders
may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if
the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each
Holder an amount in cash , as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder
pursuant to the Purchase Agreement, during which such Event continues uncured. The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however,
the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Investor is eligible to
sell the Shares on any given day under Rule 144 without the volume or other limitations of such rule, or in reliance upon the exemption
in Section 4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Securities.

 

 

3. Registration
Procedures
.

 

In connection with
the Company’s registration obligations hereunder, the Company shall:

 

(a) Not
less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing
of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to
be incorporated therein by reference), the Company shall (i) furnish to the Holders copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review
of the Holders or counsel for the Holders, and (ii) cause its officers and directors, counsel and independent registered public
accountants to respond to such inquiries as shall be necessary to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company
is notified of such objection in writing no later than five Trading Days after the Holders have been so furnished copies of a Registration
Statement or two Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex
B
(a “Selling Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the
Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance
with this Section.

 

(b)

 

(i) prepare
and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities,

 

(ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424,

 

(iii) respond
to any comments received from the Commission with respect to a Registration Statement or any amendment thereto within seven days
of the receipt of such comments, and provide as promptly as reasonably possible to the Holders true and complete copies of all
correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any information
contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality
agreement with the Company), and

 

(iv) comply
with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.

 

 

(c) Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading and (vi) of the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of
such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by
a Holder is required by law; provided, further, that notwithstanding each Holder’s acknowledgement to keep
such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

 

(d) Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.

 

(e) Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system need not be furnished in physical form, and such number of copies of the current Prospectus as each Holder
may reasonably request.

 

(f) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 6(f).

 

 

(g) The
Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, as requested by
any such Holder, and the Company shall pay the filing fee required by such filing within two Trading Days of request therefor.

 

(h) Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such
jurisdiction.

 

(i) If
requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holder may request.

 

(j) If
the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.
The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

 

(k) Comply
with all applicable rules and regulations of the Commission.

 

(l) The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. The Company shall not be liable for any damages during any periods that the Company is unable to meet
its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish
such information within three Trading Days of the Company’s request.

 

 

4. Registration
Expenses
. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of the Company’s counsel, independent registered public accountants and transfer agent) (A)
with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which
the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed
to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with
Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection
with an issuer filing, with respect to any filing that may be required to be made by any broker-dealer through which a Holder
intends to make sales of Registrable Securities pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, so long as the broker-dealer
is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities), and (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
and the fees and expenses incurred in connection with the listing of the Registrable Securities on any Trading Market as required
hereunder. In no event shall the Company be responsible for any broker-dealer or similar commissions of any Holder or, except
to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

 

5. Indemnification.

 

(a) Indemnification
by the Company
. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents and employees (and any other Persons with a functionally equivalent role of
a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees and costs of investigation and preparation) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act
or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under
this Agreement, except to the extent that (i) such untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates
to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement
thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after
the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

 

 

(b) Indemnification
by Holders
. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each director of the Company,
each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf
of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against
all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement
or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement
(it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions,
or discounts) actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation.

 

(c) Conduct
of Indemnification Proceedings
. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of one law firm reasonably satisfactory to the Indemnified Party and the payment of all fees
and expenses incurred in connection with defense thereof except as otherwise provided in this Section 5(c); provided, that, the
failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such failure shall have materially prejudiced the Indemnifying
Party.

 

An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

 

Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party;
provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.

 

 

(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.

 

The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.

 

The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

 

6. Miscellaneous.

 

(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

 

(b) Prohibition
on Filing Other Registration Statements
. Neither the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities
and shares issued in connection with the Equity Investment (as defined in the Purchase Agreement). The Company shall not file any
other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared
effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration
statements filed prior to the date of this Agreement. In the event that, under SEC Guidance, there is a limitation on the number
of Registrable Securities that may be included in a Registration Statement, securities of the Company that have been registered
on an effective registration statement of the Company as of the date of this Agreement shall be registered prior to any of the
Registrable Securities. Thereafter, the Holders shall have priority over any other security holders with outstanding registration
rights. Any reduction pursuant to this Section 6(b) in the number of Registrable Securities registered shall be done on a pro rata
basis in accordance with the Holders’ investment made pursuant to the Purchase Agreement.

 

 

(c) Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

 

(d) Discontinued
Disposition
. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will immediately discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

 

(e) Amendments
and Waivers
. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of more than 50% of the Registrable Securities. If a Registration Statement does not register all
of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number
of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have
the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder
or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that
the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first
sentence of this Section 6(e).

 

(f) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.

 

(g) Successors
and Assigns
. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may
assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

 

(h) No
Inconsistent Agreements
. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any Person that have not been satisfied in full.

 

 

(i) Execution
and Counterparts
. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

 

(j) Governing
Law
. All questions concerning the choice of law and venue, construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the provisions of the Purchase Agreement.

 

(k) Cumulative
Remedies
. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

 

(l) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

 

(m) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.

 

(n) Independent
Nature of Holders’ Obligations and Rights
. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF,
the parties have executed this Registration Rights Agreement as of the date first written above.

 

  Innovative Payment Solutions, Inc.
     
  By:   
    Name:  William Corbett
    Title: Chief Executive Officer

  

[Signature Page to Registration Rights Agreement]

 

 

Name of Holder:

 

Signature of Authorized Signatory of Holder:

 

Name of Authorized Signatory:

 

Title of Authorized Signatory:

 

[SIGNATURE PAGES CONTINUE]

 

[Signature Page to Registration Rights
Agreement
]

  

 

Annex A

Plan of Distribution

 

Each Selling Stockholder
(the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other stock exchange, market
or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling shares:

 

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;

 

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

· an exchange distribution in accordance with the rules of the applicable exchange;

 

· privately negotiated transactions;

 

· settlement of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;

 

· broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares
at a stipulated price per share;

 

· through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;

 

· a combination of any such methods of sale; or

 

· any other method permitted pursuant to applicable law.

 

The Selling Stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

 

Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with NASD IM-2440.

 

 

In connection with
the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions
they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out
their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).

 

The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent.

 

The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.

 

Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.

 

The shares will be
sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an
exemption from

the registration or qualification
requirement is available and is complied with.

 

Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market
making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares
of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time
of the sale (including by compliance with Rule 172 under the Securities Act).

 

 

Annex B

Selling Stockholder Notice and Questionnaire

 

The undersigned beneficial
owner of Common Stock (the “Registrable Securities”) of General Innovative Payment Solutions, Inc. a Nevada
corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement
”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

 

Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

 

NOTICE

 

The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.

 

 

The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:

 

QUESTIONNAIRE

 

(a) Full Legal Name of Selling Stockholder
     
     
  (b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
     
     
  (c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
     

 

2. Address for Notices to Selling Stockholder:

 

 

 

Telephone: ______________________________________________________________________________________

Fax: ____________________________________________________________________________________________

Contact Person: ___________________________________________________________________________________

 

 

(a) Are you a broker-dealer?

 

Yes ☐       No

 

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?

 

Yes ☐       No

 

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.

 

(c) Are you an affiliate of a broker-dealer?

 

Yes ☐       No

 

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

 

Yes ☐       No

 

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.

 

 

4. Beneficial Ownership of Securities of the Company
Owned by the Selling Stockholder.

 

Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.

 

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:
     
     

 

5. Relationships with the Company:

 

Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.

 

State any exceptions here:

 

 

 

The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective.

 

By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.

 

IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.

 

Date:     Beneficial Owner:  

 

      By:  
        Name:  
        Title:  

 

PLEASE EMAIL A COPY OF THE COMPLETED
AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

 

 

B-3

 



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