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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): May 29,
2024
Clean
Vision Corporation
(Exact
name of registrant as specified in its charter)
| Nevada |
|
024-11501 |
|
85-1449444 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2711
N. Sepulveda Blvd. Suite
1051
Manhattan
Beach, CA
90266
(Address
of Principal Executive Offices) (Zip Code)
(424)
835-1845
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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 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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| N/A |
|
N/A |
|
N/A |
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).
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 May 29, 2024 (the “SPA Closing Date”),
Clean Vision Corporation (the “Company”) closed on the transactions contemplated by that certain Securities Purchase Agreement
(the “SPA”) with an accredited investor (the “Investor”) and entered into a STRATA Purchase Agreement (the “STRATA
Agreement” and together with the SPA, collectively, the “Agreements”) with the Investor, whereby the Investor agreed
to purchase up to $5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
SPA and
Note
Pursuant to the SPA, the Company agreed to sell, and
the Investor agreed to purchase, a convertible amortization note of the Company (the “Note”) in the aggregate principal amount
of $110,000 (such Note being in the amount of $110,000 and containing an original issue discount of $10,000, resulting in the purchase
of such Note being $110,000), which Note is convertible into shares of Common Stock as set forth in the Note. In addition, on the SPA
Closing Date, the Company issued 5,000,000 shares of restricted Common Stock (the “Commitment Shares”) to the Investor as
additional consideration and an inducement for the Investor to enter into the STRATA Agreement.
While any of the securities issued or issuable under
the SPA are outstanding, upon any issuance by the Company or any of its subsidiaries of any security, or amendment to a security that
was originally issued before the SPA Closing Date, with any term that the Investor reasonably believes is more favorable to the Investor
of such security or with a term in favor of the Investor of such security that the Investor reasonably believes was not similarly provided
to the Investor in the Note, (i) the Company shall notify the Investor of such additional or more favorable term within one (1) business
day of the issuance and/or amendment (as applicable) of the respective security, and (i) such term, at Investor's option, shall become
a part of the transaction documents with the Investor (regardless of whether the Company complied with the notification provision herein).
The types of terms contained in another security that may be more favorable to the Investor of such security include, but are not limited
to, terms addressing prepayment rate, interest rates, and original issue discounts, conversion or exercise prices warrant coverage and
pricing, commitment shares and similar terms and conditions.
The Note contains a
principal amount of $110,000 (the “Principal”) with guaranteed interest (the “Interest”) at a rate of twelve percent
(12%) per calendar year from the date of issuance. All Principal and Interest, along with any and all other amounts, shall be due and
owing on January 21, 2025 (the “Maturity Date”), with a lump-sum interest payment equal to $13,200 payable on the Issue Date
(as defined in the Note), which is added to the principal balance and payable by the Company on the Maturity Date or upon acceleration
or by prepayment or otherwise, notwithstanding the number of days which the Principal is outstanding. Unless the Investor elects to convert
the Note into shares of Common Stock, Principal payments shall be made in four (4) installments, each in the amount of $25,000 commencing
on the one hundred eightieth (180th) day anniversary
following the Issue Date and continuing thereafter each thirty (30) days for four (4) months thereafter. The Note may be prepaid in whole
or in part as set forth therein and any amount of Principal or Interest on the Note which is not paid when due shall bear interest at
the rate of the lesser of (i) twenty four percent (24%) per annum (which shall be guaranteed and applied to the balance due under the
Note upon an Event of Default (as defined in the Note)) and (ii) the maximum amount permitted under law from the due date thereof until
the same is paid.
The Investor shall have
the right at any time after the 180th day anniversary
of Issue Date or following an Event of Default, and ending on the date of payment of the Default Amount (as defined in Article III of
the Note) pursuant to Section 1.6(a) or Article III or the Note, each in respect of the remaining outstanding Principal to convert all
or any part of the outstanding and unpaid Principal, Interest, penalties, and all other amounts under the Note into fully paid and non-assessable
shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Company
into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). However, in no event
shall the Investor be entitled to convert any portion of the Note in excess of that portion of the Note upon conversion of which the sum
of (i) the number of shares of Common Stock beneficially owned by the Investor and its affiliates (other than shares of Common Stock which
may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion
of any other security of the Investor subject to a limitation on conversion or exercise analogous to the limitations contained herein)
and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Note with respect to which the determination
of this proviso is being made, would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding
shares of Common Stock.
Subject to the adjustments described in the Note,
the “Conversion Price” shall be equal to $0.025 per share (the “Fixed Price”); provided, however,
that in the event the Common Stock trades below (i) the $0.02 per share for more than five (5) consecutive trading days, then the Fixed
Price shall be lowered to equal to $0.0145 per share; or (ii) $0.0145 per share for more than for more than five (5) consecutive trading
days, then the Fixed Price shall be eliminated and the Conversion Price shall reset to the lowest traded price of the default period,
and shall be re-adjusted every 21 days the Note remains in default such that if the trading price of the Company’s Common Stock
is lower 21 days later, the Investor may avail itself of the resulting lower conversion price. Additionally, in the event the Company
(i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Company
is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets
of the Company or (ii) any person, group or entity (including the Company) publicly announces a tender offer to purchase 50% or more of
the Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred
to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through
the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have
been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. “Adjusted
Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for
which a public announcement as contemplated by Section 1.2(b) of the Note has been made, the date upon which the Company (in the case
of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination
or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused Section 1.2(b) of the Note to become operative.
At any time while any balance is due and owing under
the Note, the Company agreed to reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of the Note. The Company is required at all times to have
authorized and reserved two (2) times the number of shares that are actually issuable upon full conversion of the Note (based on the Conversion
Price of the Note in effect from time to time) initially 11,000,000 shares of Common Stock (the “Reserved Amount”). The Reserved
Amount shall be increased from time to time in accordance with the Company’s obligations pursuant to Section 3(d) of the SPA.
STRATA
Agreement
Beginning on the Commencement Date (as defined in
the STRATA Agreement) and subject to the terms and conditions in the STRATA Agreement, the Company shall have the right, but not the obligation,
to direct the Investor to purchase up to Five Million Dollars ($5,000,000) of Common Stock (the “Purchase Shares”), subject
to adjustment, up to the Request Limit (as defined below), at the Purchase Price (as defined below) on the date on which the Investor
receives a valid notice (the “Purchase Notice”) from the Company directing the Investor to acquire the Purchase Shares (the
date on which the Investor receives such notice, the “Closing Request Date”). Pursuant to the STRATA Agreement, the Company
is not allowed to issue a Purchase Notice to the Investor until the Registration Statement (as defined below) has been declared effective
with the U.S. Securities and Exchange Commission (the “SEC”).
The “Request Limit” means the number of
shares of Class A Common Stock the Company is requiring the Investor to purchase to be limited to the lesser of $1,000,000 or 500% of
the average number of shares traded for the 10 trading days prior to the Closing Request Date, with the minimum amount of each such purchase
set at $50,000. Each Purchase Notice delivered to the Investor must be at least 10 business days apart. In no event may the shares issuable
pursuant to a Purchase Notice, when aggregated with the shares then held by the Investor on the date of the Purchase Notice, exceed 9.99%
of the Company’s outstanding Common Stock. Request Limits are further limited by the provisions of Section 2 (c) of the STRATA Agreement.
The “Purchase Price” for each share of
Class A Common Stock sold to the Investor pursuant to the STRATA Agreement shall equal 85% (90% if the Company is listed on a national
exchange, such as NASDAQ or NYSE) of the average of the two lowest daily VWAP during the five (5) trading days preceding a Closing Request
Date (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction that occurs on or after the date of the STRATA Agreement.
The Company shall not issue any securities pursuant
to the Agreements if (i) such issuance would reasonably be expected to cause the aggregate number of shares of Common Stock issued pursuant
to such Agreements to exceed 19.99% of the outstanding shares of Common Stock immediately prior to the date thereof unless shareholder
approval pursuant to the rules and regulations of the market or exchange on which the Company’s securities are then traded (the
“Principal Exchange”) has been obtained or (ii) otherwise cause the Company to breach any of the rules or regulations of the
Principal Exchange. Furthermore, the Company agrees that it shall not issue any securities pursuant to the STRATA Agreement if, at the
time of such issuance (y) the effectiveness of the Registration Statement has lapsed for any reason (including, without limitation, the
issuance of a stop order or similar order) or (z) the Registration Statement is unavailable for the sale by the Company to the Investor
(or the resale by the Investor, as the case may be) of any or all of the securities to be issued to the Investor under the Agreements.
Pursuant to the STRATA Agreement, the Company and
in the Investor entered into a Registration Rights Agreement (the “RRA”), whereby the Company agreed to, within thirty (30)
days of executing the STRATA Agreement, file with the SEC a registration statement (the “Registration Statement”) covering
the resale of the maximum number of Purchase Shares and Commitment Shares issuable to the Investor under the STRATA Agreement.
The foregoing
descriptions of the SPA, Note, STRATA Agreement and RRA do not purport to be complete and are qualified their entirety by reference to
the form of SPA, Note, STRATA Agreement and RRA attached to this Current Report on Form 8-K as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| |
CLEAN VISION CORPORATION |
| |
|
| Date: Jun 4, 2024 |
By: |
/s/
Daniel Bates |
| |
Name: |
Daniel Bates |
| |
Title: |
Chief Executive Officer |
Exhibit
4.1
NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE
EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
Principal
Amount: US$110,000.00 Issue Date: May 24, 2024
Purchase
Price: US$100,000.00
CONVERTIBLE
AMORTIZATION NOTE
FOR
VALUE RECEIVED, CLEAN VISION CORPORATION, a Nevada corporation (hereinafter called the “Borrower”) (Trading Symbol:
CLNV), hereby promises to pay to the order of CLEARTHINK CAPITAL CAPITAL PARTNERS, LLC, a Nevada limited liability company, or
registered assigns (the “Holder”) the sum of US$110,000.00 (the “Principal”) together with guaranteed interest
(the “Interest”) on the Principal balance hereof in the amount of twelve percent (12%) (the “Interest Rate”)
per calendar year from the date hereof (the “Issue Date”). All Principal and Interest owing hereunder, along with any and
all other amounts, shall be due and owing on January 21, 2025 (the “Maturity Date”). A lump-sum interest payment equal to
$13,200 shall be immediately due on the Issue Date and shall be added to the principal balance and payable on the Maturity Date or upon
acceleration or by prepayment or otherwise, notwithstanding the number of days which the Principal is outstanding. This note (the “Note”)
shall contain an original issue discount of $10,000.00 resulting in a purchase price of $100,000.00. Unless the Holder of the Note elects
to convert into shares, Principal payments shall be made in four (4) installments each in the amount of US$25,000 commencing on the one
hundred eightieth (180th) daily anniversary following the Issue Date and continuing thereafter each thirty (30) days for four
(4) months thereafter. Notwithstanding the forgoing, the final payment of Principal and Interest shall be due on the Maturity Date. This
Note may be prepaid in whole or in part as set forth herein. Any amount of Principal or Interest on this Note which is not paid when
due shall bear interest at the rate of the lesser of (i) twenty four percent (24%) per annum (which shall be guaranteed and applied to
the balance due under the Note upon an Event of Default) and (ii) the maximum amount permitted under law from the due date thereof until
the same is paid (the “Default Interest”). All payments due hereunder (to the extent not converted into common stock, no
par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United
States of America. All payments shall be made at such address as the
Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount
expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next
succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid
in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due
on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on
which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each
capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase
Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).
This
Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The
following terms shall also apply to this Note:
Article
I. CONVERSION RIGHTS
1.1
Conversion Right. The Holder shall have the right at any time after the 180th daily anniversary of the Note or following
an Event of Default, and ending on the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or
Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding
and unpaid principal, interest, penalties, and all other amounts under this Note into fully paid and non-assessable shares of Common
Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such
Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”);
provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion
of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of
the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso.
The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount
(as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached
hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder
in accordance with Section 1.4 below; provided that the Notice
of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the
Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion
Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal
amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if
any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower
shall have the right to pay any or all interest in cash plus (3) at the Holder’s option, Default Interest, if any, on the
amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed
to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.
1.2
Conversion Price.
Calculation
of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall
be equal to $0.025 per share (the “Fixed Price”). Provided, however, that in the event the Borrower’s Common
Stock trades below $0.02 per share for more than five (5) consecutive trading days, then the Fixed Price shall be lowered
to equal to $0.0145 per share. In the event the Borrower’s Common Stock trades below $0.0145 per share for more than for more than five (5)
consecutive trading days, then the Fixed Price shall be eliminated and the Conversion Price shall reset to the lowest traded price of
the default period, and shall be re-adjusted every 21 days the Note remains in default such that if the trading price of the Company’s
Common Stock is lower 21 days later, the Holder may avail itself of the resulting lower conversion price.. To the extent the Conversion
Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit
the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions
submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business
days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. If the Trading Price cannot be calculated
for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price
is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common
Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the
Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with
any such issuance. Holder shall be entitled to deduct $750.00 from the conversion amount in each Notice of Conversion to cover Holder’s
deposit fees associated with each Notice of Conversion.
(a)
Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event
the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger
in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially
all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase
50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i)
or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement
Date and continuing through
the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have
been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From
and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a).
For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or
tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon
which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or
publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this
Section 1.2(b) to become operative.
(b)
Pro Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in
connection with a conversion of this Note, the Borrower shall issue to the Holder the
number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section
4.13.
(c)
If at any time the Conversion
Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then the Conversion Price hereunder
shall equal such par value for such conversion and the Conversion Amount for such conversion shall be increased to include Additional
Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary
to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been
issued had the Conversion Price not been subject to the minimum price set forth in this Section 1.2(c).
1.3
Authorized Shares. The Borrower covenants that during the period while any outstanding balance is owing hereunder, the Borrower
will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for
the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved
two (2) times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes
in effect from time to time) initially 11,000,000 shares (the “Reserved Amount”). The Reserved Amount shall be increased
from time to time in accordance with the Borrower’s obligations pursuant to Section 3(d) of the Purchase Agreement. The Borrower
represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower
shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which
the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that
thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for
the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority
to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for shares of Common Stock in accordance with the terms and conditions
of this Note. Notwithstanding the foregoing, in no event shall the Reserved Amount be lower than the initial Reserved Amount, regardless
of any prior conversions.
1.4
Method of Conversion.
(a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from
time to time after an Event of Default, by (A) submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion
(by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New
York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.
(b)
Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire
unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount
so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,
so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records
of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing,
if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders
this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor,
registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the
remaining unpaid principal amount of this Note. 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 represented by this Note may be less than the amount stated on the face hereof.
(c)
Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in
the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that
of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or
property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held
for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have
established to the satisfaction of the Borrower that such tax has been paid.
(d)
Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or
other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section
1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the
Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely
in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
(e)
Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed
to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued
and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under
this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to
receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have
given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock
shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent
with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure
or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other
circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion
Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower
before 11:59 p.m., New York, New York time, on such date.
(f)
Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable
upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and
in this Section 1.4, the Borrower shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit
the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its
Deposit Withdrawal At Custodian (“DWAC”) system.
(g)
DTC Eligibility & Market Loss. If the Borrower fails to maintain its status as “DTC Eligible” for any reason,
the principal amount of the Note shall increase by Fifteen Thousand and No/100 United States Dollars ($15,000) (under Holder’s
and Borrower’s expectation that any principal amount increase will tack back to the Issue Date).
(h)
Failure to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other
remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion
of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure
shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that
the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate to the Holder or credit the Holder's
balance account with OTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder's conversion of any
Conversion Amount (under Holder's and Borrower's expectation that any damages will tack back to the Issue Date).
Such
cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the
Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added
to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such
additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that
the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with
such conversion rights are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision
contained in this Section 1.4(h) are justified.
(i)
Rescindment of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the
Conversion Date confirming the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s
Common Stock requested in the Notice of Conversion within three (3) business days from the date of receipt of the Note of Conversion,
(iii) the Holder is unable to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted
and/or deposited to sell for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of
the Borrower’s Common Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v)
at any time after a missed Deadline, at the Holder’s sole discretion, or (vi) if OTC Markets changes the Borrower's designation
to ‘Limited Information’ (Yield), ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull & Crossbones),
‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) or other trading restriction on the day
of or any day after the Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion (“Rescindment”)
with a “Notice of Rescindment.”
1.5
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule
144”) or other applicable exemption or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144)
of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited
Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions
set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the
Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of securities
as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this
Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration
statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT
OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The
legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend
if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions
of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration
under the Act, which opinion shall be reasonably accepted by the Borrower so that the sale or transfer is effected or (ii) in the case
of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration
statement filed under the Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as
to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower does not accept
the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such
as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.
1.6
Effect of Certain Events.
(a)
Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more
than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower
with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an
Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation
of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant
to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association,
trust or other entity or organization.
(b)
Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion
of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar
event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of
another class or classes of stock or securities of the Borrower or another
entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with
a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion
of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately
theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction
had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth
herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note
to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number
of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section
1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen
(15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date,
the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale
of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if
not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers or share exchanges.
(c)
Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its
assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend
or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary
(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note
after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would
have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder
of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.
(d)
Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or
rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of
any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Note (without regard to any limitations on conversion contained herein) 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 Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
(e)
Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish
to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate
setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of
Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.
1.7
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares,
if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum
Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted
portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and
to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply
with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock
prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note
for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower)
the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall,
as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect
that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including,
without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such
Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions
determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.
1.8
Prepayment. The Note may be prepaid without penalty.
Article
II. CERTAIN COVENANTS
2.1
Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without
the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,
property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional
shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its
capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s
disinterested directors.
2.2
Most Favored Nations. Beginning on the Issuance Date of the Note and so long as the Borrower shall have any obligation under this
Note, the Conversion Price and other terms will
be adjusted on a ratchet basis if the Company offers a more favorable term such as Conversion Price, Interest Rate, (whether through
a straight discount or in combination with an original issue discount) or other more favorable term to another party.
2.3
Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation
of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection,
or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which
the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors financial institutions or other
lenders incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay this Note.
2.4
Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any
consent to the disposition of any assets shall be conditioned on a specified use of the proceeds towards the repayment of this Note.
2.5
Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s
written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation,
officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed
on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of
business or (c) not in excess of $100,000.
2.6
Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction
or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the
Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(l0) of the Securities Act (a “3(a)(l0) Transaction”).
In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(l0)
Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but
not less than Fifteen Thousand Dollars $15,000, will be assessed and will become immediately due and payable to the Holder at its election
in the form of cash payment or addition to the balance of this Note.
2.7
Preservation of Existence, etc. The Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,
its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that
have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business makes such qualification necessary.
2.8
Non-circumvention. The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate or Articles
of Incorporation 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 Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to
protect the rights of the Holder.
Article
III. EVENTS OF DEFAULT
If
any of the following events of default (each, an “Event of Default”) shall occur:
3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note,
whether at maturity, upon acceleration or otherwise.
3.2
Conversion and the Shares. The Borrower (i) fails to issue shares of Common Stock to the Holder (or announces or threatens in
writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance
with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated
form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, (iii) directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring
(or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion
of or otherwise pursuant to this Note as and when required by this Note, (iv) fails to remove (or directs its transfer agent not to remove
or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to
this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor
the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat
not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice
of Conversion, (v) fails to remain current in its obligations to its transfer agent, (vi) causes a conversion of this Note is delayed,
hindered or frustrated due to a balance owed by the Borrower to its transfer agent, (vii) fails to repay Holder, within forty eight (48)
hours of a demand from the Holder, any amount of funds advanced by Holder to Borrower’s transfer agent in order to process a conversion,
(viii) fails to reserve sufficient amount of shares of common stock to satisfy the Reserved Amount at all times, (ix) fails to provide
a Rule 144 opinion letter from the Borrower’s legal counsel to the Holder, covering the Holder’s resale into the public market
of the respective conversion shares under this Note, within two (2) business days of the Holder’s submission of a Notice of Conversion
to the Borrower (provided that the Holder must request the opinion from the Borrower at the time that Holder submits the respective Notice
of Conversion and the date of the respective Notice of Conversion must be on or after the date which is six (6) months after the date
that the Holder funded the Purchase Price under this Note), and/or (x) an exemption under Rule 144 is unavailable for
the Holder’s deposit into Holder’s brokerage account and resale into the public market of any of the conversion shares under
this Note at any time after the date which is six (6) months after the date that the Holder funded the Purchase Price under this Note.
3.3
Failure to Deliver Transaction Expense Amount. The Borrower fails to deliver the Transaction Expense Amount (as defined in the
Purchase Agreement) to the Holder within three (3) business days of the date such amount is due.
3.4
Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and
any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of five (5) days
after written notice thereof to the Borrower from the Holder.
3.5
Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement
or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall
be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material
adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.6
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors or commence
proceedings for its dissolution, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business, or such a receiver or trustee shall otherwise be appointed for the Borrower or for a substantial part of
its property or business without its consent and shall not be discharged within sixty (60) days after such appointment.
3.7
Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the
Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.
3.8
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary
of the Borrower, or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it
an involuntary petition for bankruptcy relief, all under federal or state laws as applicable or the Borrower admits in writing its inability
to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy relief, all under international,
federal or state laws as applicable.
3.9
Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC Pink,
OTCQB, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange.
3.10
Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act
(including but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements
of the Exchange Act. To the extent the failure to comply with the provisions of the Exchange Act is due to the Company becoming delinquent
in its filings, the Company shall be granted a 30 day grace period for each such delinquency.
3.11
Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.12
Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its
debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going
concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
3.13
Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property
or other assets which are necessary to conduct its business (whether now or in the future), or any disposition or conveyance of any material
asset of the Borrower.
3.14
Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date
or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement. The foregoing shall be inapplicable if the restatement is not due to any act(s) by the
Borrower, but rather is an issue of the Borrower’s auditor choosing to use a different accounting method then was originally reported.
3.15
Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice
to the Holder.
3.16
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its
transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer
Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to
irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.17 Cessation
of Trading. Any cessation of trading of the Common Stock on at least one of the OTC Pink, OTCQB, Nasdaq National Market, Nasdaq Small
Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange, and such cessation of trading shall continue for
a period of five consecutive (5) Trading Days.
3.18 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the
Borrower of any covenant
or other term or condition contained in any of the Other Agreements (as defined herein), after the passage of all applicable notice and
cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which
event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this
Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively,
all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder (and any affiliate
of the Holder) or any other third party, including, without limitation, promissory notes; provided, however, the term “Other Agreements”
shall not include the agreements and instruments defined as the Documents. Each of the loan transactions will cross-default with each
other loan transaction and with all other existing and future debt of Borrower to the Holder.
3.19 Bid
Price. The Borrower shall lose the “bid” price for its Common Stock ($0.0001
on the “Ask” with zero market makers on the “Bid” per Level 2) and/or a market (including the OTC Pink,
OTCQB or an equivalent replacement exchange).
3.20 OTC
Markets Designation. OTC Markets changes the Borrower’s designation to ‘Caveat Emptor’ (Skull and Crossbones),
or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign).
3.21 Inside
Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual
transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information
concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a
Form 8-K pursuant to Regulation FD on that same date.
3.22 Unavailability
of Rule 144. If, at any time on or after the date which is six (6) months after the Issue Date, the Holder is unable to (i) obtain
a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage
firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of
any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and (ii) thereupon deposit
such shares into the Holder’s brokerage account.
3.23 Delisting
or Suspension of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock (i) is suspended
from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on any level of the OTC Markets, any
tier of the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE American.
UPON
THE OCCURRENCE OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3 OF THIS NOTE, THE NOTE SHALL BECOME IMMEDIATELY AND AUTOMATICALLY DUE AND
PAYABLE WITHOUT DEMAND, PRESENTMENT, OR NOTICE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER,
AN AMOUNT EQUAL TO: (A) IN THE EVENT OF AN OCCURRENCE OF ANY EVENT OF DEFAULT, the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of
payment (the “Mandatory
Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z)
any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof, MULTIPLED BY ONE point FIVE (150%).
The
Holder shall have the right at any time after an Event of Default occurs under this Note to require the Borrower, to immediately issue,
in lieu of the Default Amount and/or Default Sum, the number of shares of Common Stock of the Borrower equal to the Default Amount and/or
Default Sum divided by the Conversion Price then in effect, pursuant to the terms of this Note (including but not limited to any beneficial
ownership limitations contained herein). This requirement by the Borrower shall automatically apply upon the occurrence of an Event of
Default without the need for any party to give any notice or take any other action.
If
the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an
attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys' fees and other
costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.
Article
IV. MISCELLANEOUS
4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
4.2
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, electronic mail, or facsimile, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by electronic mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:
If
to the Borrower, to:
CLEAN
VISION CORPORATION
2711
N. Sepulveda Blvd. Suite 1051
Manhattan
Beach, CA 90266
E-mail:
d.bates@cleanvisioncorp.com
Attn:
Daniel Louis Bates, CEO
If
to the Holder:
CLEARTHINK
CAPITAL PARTNERS, LLC
10
Times Square, 5th FL
New
York, NY 10018
4.3
Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the
Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the
other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended
or supplemented.
4.4
Assignability. This Note shall be binding upon the Borrower and its successors and assigns and shall inure to be the benefit of
the Holder and its successors and assigns. Neither the Borrower nor the Holder shall assign this Note or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing, the Holder may assign its rights hereunder to any “accredited
investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”,
as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary,
this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder
and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and
unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.
4.5
Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs
of collection, including reasonable attorneys’ fees.
4.6
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the state Nevada and county or
city of either Washoe County, Nevada or Clark County, Nevada. The parties to this Note hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The
prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision
of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement
or any other Transaction Document 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.
4.7
Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal
amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,
the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult
to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate
the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired
upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder
hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt
of a cash payment without the opportunity to convert this Note into shares of Common Stock.
4.8
Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.
4.9
Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common
Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification
of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the
event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive
payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,
consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other
right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance
of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the
Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days
prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for
the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend,
distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring
notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of
this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.
4.10
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take
advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.
4.11
Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at
law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the
Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without
any bond or other security being required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute
and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
4.12
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.
4.13
Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment
amount or Default Amount, Default Sum, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or
the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder
shall submit the disputed determinations or arithmetic calculations via facsimile (i) within two (2) Business Days after receipt of the
applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time
after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such
determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation (as the case may be)
being submitted to the Borrower or the Holder, then the Borrower shall, within two (2) Business Days, submit via facsimile (a) the disputed
determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable
investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price,
Conversion Amount, any prepayment amount or Default Amount, Default Sum to an independent, outside accountant selected by the Holder
that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform
the determinations or calculations and notify the Borrower and the Holder of the results no later than ten (10) Business Days from the
time it receives such disputed determinations or calculations.
Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable
error.
[signature
page follows]
IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer as of the date first above written.
CLEAN
VISION CORPORATION
By:
_______________________________
Name:
Daniel Louis Bates
Title:
CEO
EXHIBIT
A
NOTICE
OF CONVERSION
The
undersigned hereby elects to convert $_________________principal amount of the Note (defined below) together with $________________ of
accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Common
Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of CLEAN VISION CORPORATION,
a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of ____________
(the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer
taxes, if any.
Box
Checked as to applicable instructions:
[
] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the
undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).
Name
of DTC Prime Broker:
Account
Number:
[
] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock
set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below
or, if additional space is necessary, on an attachment hereto:
Name:
[NAME]
Address:
[ADDRESS]
Date
of Conversion: _____________
Applicable
Conversion Price: $____________
Number
of Shares of Common Stock to be Issued
Pursuant
to Conversion of the Notes: ______________
Amount
of Principal Balance Due remaining
Under
the Note after this conversion: ______________
Accrued
and unpaid interest remaining: ______________
[HOLDER]
By:
_____________________________
Name: [NAME]
Title:
[TITLE]
Date:
[DATE]
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION.,
a Nevada corporation, with headquarters located at 2711 N. Sepulveda Blvd. Suite #1051, Manhattan Beach, CA 90266 (the “Company”)
and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 10 Times Square, 5th FL, New York, NY 10018, (the “Buyer”).
WHEREAS:
A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”);
B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 12%
convertible notes of the Company, in the forms attached hereto as Exhibit A (the “Note”) in the principal amount of $110,000
(containing an original issue discount of $10,000.00 such that the purchase price of the note shall be $100,000.00) (together with any
note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,
the “Note”) convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and
subject to the limitations and conditions set forth in each Note. Each Note shall be paid for by the Buyer as set forth herein.
C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth
immediately below its name on the signature pages hereto; and
NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:
1.
Purchase and Sale of the Note.
a.
Purchase of the Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company such principal amount of the Note as is set forth immediately below the Buyer’s name on the signature
pages hereto.
b.
Form of Payment. On the Closing Date (as defined below),
c.
Closing Date. The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”)
and shall be on or about May 24, 2024.
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:
a.
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion
of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares”
and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale
or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however,
that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.
b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).
c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.
d. Information.
The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as
the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the
foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such
inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend
or affect Buyer’s right
to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment
in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the
Company's representations and warranties made herein.
e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.
f.
Transfer or Re-sale. The Buyer understands that
g.
Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933
Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that
can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities):
“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any
restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the
Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the
effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the
Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption
from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms.
i.
Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages
hereto.
j.
No Short Sales. Buyer/Holder, its successors and assigns, agree that so long as the Note remains outstanding, the Buyer/Holder
shall not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a short position
with respect to the Common Stock of the Company. The Company acknowledges and agrees that upon delivery of a Conversion Notice by the
Buyer/Holder, the Buyer/Holder immediately owns the shares of Common
Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short
sales.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:
a.
Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)
to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.
b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance
of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors
and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement
has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true
and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the
Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
c.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company
and will not impose personal liability upon the holder thereof.
d.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon
the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.
e.
No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated
hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict
with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent
license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations
to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC marketplace
(the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC Markets in the foreseeable
future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts
or circumstances which might give rise to any of the foregoing.
f.
Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their
officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and
summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any
of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware
of any facts or circumstances which might give rise to any of the foregoing.
g.
Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.
h.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of
the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future)
for purposes of any shareholder approval provisions applicable to the Company or its securities.
i.
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set
forth in Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an
Event of default under the Note.
4.
COVENANTS.
a.
Listing. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its
Common Stock on the OTC MARKETS or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq
SmallCap Market (“Nasdaq SmallCap”) or the New York Stock Exchange (“NYSE”), and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority
(“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives
from the OTC MARKETS and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.
b.
Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall
not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading on the OTC MARKETS, Nasdaq or NYSE.
c.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.
d.
Filings. The Company shall include the Note in its next scheduled SEC filing whether that shall be a 10Q or a10K.
e.
Most Favored Nations. So long as any of the securities issued under this Agreement are outstanding, upon any issuance by the Company
or any of its subsidiaries of any security, or amendment to a security that was originally issued before the Date of this Agreement,
with any term that the Buyer reasonably believes is more favorable to the Buyer of such security or with a term in favor of the Buyer
of such security that the Buyer reasonably believes was not similarly provided to the Buyer in this Note, then (i) the Company shall
notify the Buyer of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable)
of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the transaction documents with the Buyer
(regardless of whether the Company complied with the notification provision herein). The types of terms contained in another security
that may be more favorable to the Buyer of such security include, but are not limited to, terms addressing prepayment rate, interest
rates, and original issue discounts, conversion or exercise prices warrant coverage and pricing, commitment shares etc.
f.
Commitment Shares. Upon the funding of the Note,
the Company shall issue 5,000,000 restricted shares of Common Stock to the Buyer as additional consideration for the STRATA Purchase Agreement
for up to $5,000,000 (the “Commitment Shares”).
g.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.
5.
Governing Law; Miscellaneous.
a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of NewYork without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the state Nevada and county or
city of either Washoe County, Nevada or Clark County, Nevada. The parties to this Agreement hereby irrevocably waive any objection to
jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or
based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover
from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any
other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served
in any suit, action or proceeding in connection with this Agreement or any other Transaction Document 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.
b.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.
d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.
e.
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor
the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may
be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.
f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic
mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is
to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:
If
to the Company, to:
CLEAN
VISION CORPORATION
2711
N. Sepulveda Blvd. Suite #1051
Manhattan
Beach, CA 90266
Attn:
Daniel Louis Bates, CEO
If to the Buyer:
CLEARTHINK
CAPITAL PARTNERS, LLC
10
Times Square, 5th FL
New
York, NY 10018
Each
party shall provide notice to the other party of any change in address.
g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without
the consent of the Company.
h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.
j.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
k.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
l.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law
or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
6.
Closing Conditions.
a.
Filing of 10Q for period ended 3/31/24.
b.
Opinion letter on bank financing West Virginia.
IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
CLEAN
VISION CORPORATION
By:________________________________
Attn:
Daniel Louis Bates, CEO
CLEARTHINK
CAPITAL PARTNERS, LLC.
By:_________________________________
Name:
Brian Loper, Manager
SUBSCRIPTION
AMOUNT:
Principal
Amount of Note: $110,000.00
Purchase
Price:
Note:
$110,000.00, less $10,000.00 in original issue discount and less $8,000.00 in fees to Carter, Terry & Company, Inc.
EXHIBIT
A
CONVERTIBLE
AMORTIZATION NOTE - $110,000.00
Exhibit
10.2
STRATA
PURCHASE AGREEMENT
THIS
STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION,
a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability
company (the “Investor”).
Subject
to the terms, conditions and limitations on the number of shares which may be sold set forth in this Agreement, the Company wishes to
sell to the Investor, and the Investor wishes to purchase from the Company, up to Five Million Dollars ($5,000,000) of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”). The shares of Common Stock to be purchased
hereunder are referred to herein as the “Purchase Shares.”
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 Investor hereby agree as follows:
For
purposes of this Agreement, the following terms shall have the following meanings:
(a)
“Average Price” means a price per
Purchase Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross purchase price
paid by the Investor for all Purchase Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Purchase Shares issued
pursuant to this Agreement.
(b)
“Bankruptcy Law” means Title 11,
U.S. Code, or any similar federal or state law for the relief of debtors.
(c)
“Business Day” means any day on which
the Principal Market is open for trading, including any day on which the Principal Market is open for trading for a period of time less
than the customary time.
(d)
“Closing Sale Price” means, for any
security as of any date, the last closing sale price for such security on the Principal Market as reported by the Principal Market.
(e)
“Closings” shall occur upon the settlement
of the trades of the Purchase Share Amount associated with a Request (or sooner as directed by the Investor).
(f)
“Commitment Amount” means, initially,
Five Million Dollars ($5,000,000) in the aggregate, which amount shall be reduced by the amount paid by the Investor each time the Investor
purchases shares of Common Stock pursuant to Section 2 hereof.
(g)
“Commitment Fee” means the 5,000,000 restricted shares of Common Stock (the “Commitment
Shares”) issued to Investor in connection with the entry into the Agreement.
(h)
“Concurrent Purchase Agreement” means
the Securities Purchase Agreement being entered into between the Investor and the Company with respect to the sale of $110,000 Convertible
Amortization Notes of the Company.
(i)
“Confidential Information” means
any information disclosed by either party to the other party or any of their respective affiliates, either directly or indirectly, electronically,
in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment),
regardless of whether or not such information, documentation or data is marked or otherwise identified as “confidential”,
“proprietary” or a similar designation. Confidential Information will also include information
disclosed to a disclosing party by third parties where such parties have an obligation of confidentiality with respect to such information.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party other than as a result of a disclosure in violation of this Agreement; (iii)
is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party
as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving
party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and
other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party,
provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance
in obtaining an order protecting the information from public disclosure.
(j)
“Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.
(k)
“DTC” means The Depository Trust
Company, or any successor performing substantially the same function for the Company.
(l)
“DWAC Shares” means shares of Common
Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely
credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with
DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially
the same function.
(m)
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(n)
“Fully Adjusted Regular Purchase Share Limit”
means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after
the date of this Agreement, the Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination,
after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
(o)
“Material Adverse Effect” means any
material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if
any, taken as a whole, or on the ability to consummate the transactions contemplated hereby or by the agreements or instruments to be
entered into in connection herewith, provided, however, that "Material Adverse Effect" shall not include any
event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political
conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities
markets in general; (iv) any action required or permitted by this Agreement; (vi) any changes in applicable laws or accounting policies;
or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement by the agreements or instruments
to be entered into in connection herewith.
(p)
“Maturity Date” means the first day
of the month immediately following the twenty-four (24) month anniversary of the Commencement Date.
(q)
“Person” means an individual or entity
including but not limited to any limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.
(r)
“Principal Market” means The OTCQB
operated by the OTC Markets Group, Inc. (or any nationally recognized successor thereto); provided, however, that in the event the Company’s
Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the
NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC Markets Group, Inc. or the OTCQB operated by the
OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall
mean such other market or exchange on which the Company’s Common Stock is then listed or traded.
(s)
“Purchase Date” means, with respect
to any purchase made pursuant to Section 2(a) hereof, the Business Day on which the Investor receives by 6:00 p.m., Eastern time,
of such Business Day a valid Request Notice that the Investor is to purchase such applicable number of Purchase Shares pursuant to Section
2(a) hereof.
(t)
“Purchase Price”, with respect to
any purchase made pursuant to Section 2(a) hereof, the price per share of Common Stock purchased shall equal 85% (90% if
the Company is listed on a national exchange, such as NASDAQ or NYSE) of the lowest daily VWAP during the Valuation Period (in each case,
to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that
occurs on or after the date of this Agreement).
(u)
“Purchase Share Amount” means the
number of shares of Common Stock the Company is requiring the Investor to purchase.
(v)
“Request” means the Company may draw
upon the Commitment Amount periodically during the Term by the Company’s delivery to the Investor of a written Purchase Notice
requiring the Investor to purchase a number of shares of Common Stock.
(w)
“Request Limits” means the number
of shares of Common Stock the Company is requiring the Investor to purchase to be limited to the lesser of $1,000,000 or 500% of the
average number of shares traded for the 10 trading days prior to the Closing Request Date. No Purchase Notices are allowed until the
shares have been registered. Minimum Purchase Notice allowable is $50,000. Purchase Notices must be at least 10 business days apart.
In no event may the shares issuable pursuant to a Purchase Notice, when aggregated with the shares then held by the Investor on the date
of the Purchase Notice, exceed 9.99% of the Company’s outstanding Common Stock. Request Limits are further limited by the provisions
of Section 2 (c) hereof.
(x)
“Request Notice” means, with respect
to any Request made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing
the Investor to purchase a specified number of shares of Common Stock on the applicable Purchase Date pursuant to Section 2(b)
hereof at the applicable Purchase Price.
(y)
“Sale Price” means any trade price
for the shares of Common Stock on the Principal Market as reported by the Principal Market.
(z)
“SEC” means the U.S. Securities and
Exchange Commission.
(aa)
“Securities” means, collectively,
the Purchase Shares and the Commitment Shares
(bb)
“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(cc)
“Subsidiary” means any Person the
Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting
interest, in each case that
would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.
(dd)
“Transaction Documents” means, collectively,
this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits thereto, and each
of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the
transactions contemplated hereby and thereby.
(ee)
“Transfer Agent” means Equiniti,
or such other Person who is then serving as the transfer agent for the Company in respect of the Common Stock.
(ff)
“Valuation Period” means five trading
days preceding the Purchase Date with respect to a Request Notice.
| 2. | PURCHASE
OF COMMON STOCK. |
Subject
to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the
obligation to purchase from the Company, Purchase Shares as follows:
(a)
Commencement of Sales of Common Stock. Upon the
satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date
of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but
not the obligation, to direct the Investor, by its delivery to the Investor of a Request Notice from time to time, to purchase shares
of Common Stock (“Purchase Shares”), subject to adjustment as set forth below in this Section 2(a), up to the Request
Limit, at the Purchase Price on the Purchase Date. If the Company delivers any Request Notice for a Purchase Share Amount in excess of
the Request Limits, such Request Notice shall be void ab initio to the extent of the number by which the number of Purchase Shares
set forth in such Request Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Request Notice
in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Request
Notice; provided that the Investor shall remain obligated to purchase the number of Purchase Shares which the Company is permitted to
include in such Request Notice. The Company may deliver Request Notices to the Investor as often as every Business Day, so long as the
Company has not failed to deliver Purchase Shares for all prior Purchase Share Amounts, including, without limitation, those that have
been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares
in accordance with this Agreement.
(b)
Payment for Purchase Shares. For each Purchase,
the Investor shall pay to the Company an amount equal to the product of the Purchase Shares Amount and the Purchase Price with respect
to such Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the Business Day that the
Investor receives settlement of the trades of such Purchase Shares but in no event later than seven trading days after the date of the
Purchase Notice. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer
of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the
provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a
Business Day, the same shall instead be due on the next succeeding day that is a Business Day.
(c)
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained
in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under
this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by the Investor and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock.
Upon
the written or oral request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of shares
of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby
and the application hereof. The Investor’s written certification to the Company of the applicability of the beneficial ownership
limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and
such result absent manifest error.
(d)
Compliance with Principal Market Rules; Exchange Cap. The Company shall not issue any Securities pursuant to this Agreement or
the Concurrent Purchase Agreement if (I) such issuance would reasonably be expected to cause the aggregate number of shares of Common
Stock issued pursuant to such agreements to exceed 19.99% of the outstanding shares of Common Stock immediately prior to the date hereof
unless shareholder approval pursuant to the rules and regulations of the Principal Market has been obtained or (II) otherwise cause the
Company to breach any of the rules or regulations of the Principal Exchange. Furthermore, the Company agrees that it shall not issue
any Securities pursuant to this Agreement if, at the time of such issuance (Y) the effectiveness of the Registration Statement registering
the Securities has lapsed for any reason (including, without limitation, the issuance of a stop order or similar order) or (Z) the Registration
Statement is unavailable for the sale by the Company to the Investor (or the resale by the Investor, as the case may be) of any or all
of the Securities to be issued to the Investor under the Transaction Documents. The provisions of this Section 2(d) shall be implemented
in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure compliance with the Securities Act
and the rules and regulations of the Principal Market.
(e)
Issuance of the Commitment Shares. Promptly after the date hereof the Company will issue the Commitment Shares to the Investor.
| 3. | INVESTOR’S
REPRESENTATIONS AND WARRANTIES. |
The
Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:
(a)
Investment Purpose. The Investor is acquiring
the 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 Investor’s right to sell the Securities at any time pursuant
to the Registration Statement described herein or otherwise in compliance with applicable federal and state securities laws). The Investor
is acquiring the Securities hereunder in the ordinary course of its business.
(b)
Accredited Investor Status. The Investor is an
“accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.
(c)
Reliance on Exemptions. The Investor understands
that the Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine
the availability of such exemptions and the eligibility of the Investor to acquire the Securities.
(d)
(e)
Good Standing. The Investor is a limited liability company, duly organized, validly existing and in good standing in the State
of Delaware.
(f)
Information. The Investor understands that its
investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic risk of an investment in the
Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of
and receive answers from the officers of the Company concerning the financial condition and business of the Company and other matters
related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor
or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties
contained in Section 4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisor as
it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities and is not relying
on any such advice or similar advice from the Company, its officers, directors, representatives, or advisors.
(g)
No Governmental Review. The Investor understands
that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed
the merits of the offering of the Securities.
(h)
Transfer or Sale. The Investor understands that
(i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or
(B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable,
any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be
an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities
Act or the rules and regulations of the SEC thereunder.
(i)
Validity; Enforcement. This Agreement has been
duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.
(j)
Residency. The Investor is a resident of the
State of New York.
(k)
No Short Selling. The Investor represents and
warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates
engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in
Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position
with respect to the Common Stock.
| 4. | REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. |
The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions
shall be deemed to be a part of the representations and warranties made hereunder, as of the date hereof and as of the Commencement Date:
(a)
Organization and Qualification. The Company and
each of its 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 corporate 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 of its Subsidiaries is in violation or default
of any of the provisions of its respective articles or certificate of incorporation, bylaws or other organizational or charter documents.
Each of the Company and its 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 a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company has no Subsidiaries
other than as disclosed in the SEC Documents.
(b)
Authorization; Enforcement; Validity. (i) The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the
other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery
of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including
without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable
under this Agreement, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document
shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction
Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”)
to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and
have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of a unanimous
written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company or minutes of
a meeting of the Board of Directors of the Company approving the Signing Resolutions. Except as set forth in this Agreement, no other
approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under
applicable laws and the Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of
the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase
Shares.
(c)
Capitalization. As of the date hereof, the authorized
and issued capital stock of the Company is as set forth in the SEC Documents. Except as disclosed in the SEC Documents (as defined below),
(i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its
Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements
under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities
Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans
or agreements or any similar plan or agreement.
(d)
Issuance of Securities. Upon issuance and payment
therefor in accordance with the terms and conditions of this Agreement, the Commitment Shares and Purchase Shares shall be validly issued,
fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
(e)
No Conflicts. The execution, delivery and performance
of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) result in
a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of
preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations
of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any
of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect. Neither the Company
nor its Subsidiaries is in violation of any term of or in default under its certificate of incorporation, any certificate of designation,
preferences and rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws,
respectively. Except as disclosed in the SEC Documents, neither the Company nor any of its Subsidiaries is in violation of any term of
or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or
any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations
or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries
is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except
for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and the related documents and as required under the Securities
Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected
on or prior to the Commencement Date. Except as set forth in the SEC Documents, since one year prior to the date hereof, the Company
has not received nor delivered any notices or correspondence from or to the Principal Market. Except as set forth in the SEC Documents,
to the Company’s knowledge, the Principal Market has not commenced any delisting proceedings against the Company.
(f)
SEC Documents; 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 24 months preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on
a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration
of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments. The SEC has not commenced any enforcement proceedings against the Company
or any of its Subsidiaries.
(g)
Absence of Certain Changes. Except as disclosed
in the SEC Documents, since June 30, 2023, there has been no material adverse change in the business, properties, operations, financial
condition or results of operations of the Company or its Subsidiaries. The Company has not taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge
or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.
(h)
Absence of Litigation. Except
as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors
in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.
(i)
Acknowledgment Regarding Investor’s
Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with
respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the
Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or
agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the
Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter
into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.
(j)
No General Solicitation; No Aggregated or Integrated
Offering. Neither the Company, its Subsidiaries, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection
with the offer or sale of the Securities. Neither the Company, its Subsidiaries, nor or any of its affiliates, nor any Person acting
on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to purchase any security,
under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act, whether
through aggregation or integration with prior offerings or otherwise, or cause this offering of the Securities to be aggregated or integrated
with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market
on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder, as of the
date of this Agreement, does not contravene the rules and regulations of the Principal Market.
(k)
Intellectual Property Rights. The Company and
its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade
secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents, none
of the Company’s material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired
or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The
Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any material trademark,
trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,
trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material
Adverse Effect.
(l) Environmental
Laws. To the Company’s best knowledge, the Company and its Subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants
or contaminants (“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, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.
(m)
Title. Except as disclosed in the SEC Documents,
the Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free
and clear of all liens, encumbrances and defects (“Liens”) and, except for such Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting
and enforceable leases with which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do
not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.
(n)
Insurance. The Company and each of its Subsidiaries
are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the
Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company
nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such 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 at a cost that would not materially and adversely
affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its Subsidiaries, taken as a
whole.
(o)
Regulatory Permits. The Company and its Subsidiaries
possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities
necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or permit.
(p)
Tax Status. The Company and each of its Subsidiaries
has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction
to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes other than those being disputed) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.
(q)
Transactions With Affiliates. Except as set forth
in the SEC Documents, to the Company’s best knowledge, none of the officers or directors of the Company, the Company’s stockholders,
the officers or directors of any stockholder of the Company, or any family member or affiliate of any of the foregoing, has either directly
or indirectly any interest in, or is a party to, any transaction that would be required to be disclosed as a related party transaction
pursuant to Rule 404 of Regulation S-K promulgated under the Securities Act.
(r)
Application of Takeover Protections. The Company
and its Board of Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become
applicable to the Investor as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of
the Securities.
(s)
Disclosure. Except with respect to the material
terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company,
the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with
any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in
the Registration Statement or the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the
Investor regarding the Company, its business 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 twelve (12) months preceding the date of this Agreement taken as a whole 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 the
Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3 hereof.
(t)
Foreign Corrupt Practices. Neither the Company,
nor to the knowledge of the Company, any agent or other Person acting on behalf of the Company, 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 made by any Person acting
on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended.
(u)
DTC Eligibility. The Company, through the Transfer
Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically
to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.
(v)
Sarbanes-Oxley. Except as disclosed in the SEC
Documents, including the weakness in internal controls, the Company is in compliance with all material provisions of the Sarbanes-Oxley
Act of 2002, as amended, which are applicable to it as of the date hereof.
(w)
Certain Fees. No brokerage or finder’s
fees or commissions are or will be payable by the Company 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 Investor 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 that may be due in connection with
the transactions contemplated by the Transaction Documents.
(x)
Investment Company. The Company is not, and immediately
after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.
(y)
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 pursuant to the Exchange Act nor has
the Company received any notification that the SEC is currently contemplating terminating such registration. Except as disclosed in the
SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect
that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.
(z)
Auditors. The Company’s auditors are set
forth in the SEC Documents and, to the knowledge of the Company, such auditors are an independent registered public accounting firm as
required by the Securities Act.
(aa)
No Market Manipulation. The Company has not,
and to its knowledge, no Person 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.
(bb)
Shell Company Status. The Company is not currently
an issuer identified in Rule 144(i)(1) under the Securities Act and has filed all “Form 10 information” required by Rule
144(i)(1) under the Securities Act with the SEC as of December 31, 2022.
(cc)
No Disqualification Events. None of the Company,
any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering
contemplated hereby, 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 (each, an “Issuer Covered Person”) 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) under the Securities Act. The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
(a)
Filing of Current Report and Registration Statement.
The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to
the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”).
(b)
Blue Sky. The Company shall take all commercially
reasonable action, if any, as is reasonably necessary in order to obtain an exemption for or to register or qualify (i) the issuance
of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all
Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky” laws of
the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide evidence
of any such action so taken to the Investor.
(c) Listing/DTC.
The Company shall as soon as practicable secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the
Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to
maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable
hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market
and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and
regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be
expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no
event later than four (4) Business Days, provide to the Investor copies of any notices it receives from any Person regarding the
continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not provide
the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information, and the
Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act
(including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common
Stock can be transferred electronically as DWAC Shares.
(d)
Prohibition of Short Sales and Hedging Transactions.
The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided
in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect,
directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act)
of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.
(e)
Taxes. The Company shall pay any and all transfer,
stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made
under this Agreement.
(f)
Aggregation. From and after the date of this
Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that
no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase
any security, under circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with
other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which
any of the securities of the Company are listed or designated, unless stockholder approval is obtained before the closing of such subsequent
transaction in accordance with the rules of such Principal Market.
(g)
Use of Proceeds. The Company will use the net
proceeds from the offering for any corporate purpose at the sole discretion of the Company.
(h)
Other Transactions. During the term of this Agreement,
the Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of
which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its
obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Purchase Shares
and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.
(i)
Integration. From and after the date of this
Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that
no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase
any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities
Act.
(j)
If within 24 months of the Commencement Date the Company
seeks to enter into an Equity Credit Line or another agreement for the sale of securities with a structure comparable to the structure
in this Agreement, the Company will first negotiate in good faith with Buyer as to the terms and conditions of such agreement.
6. TRANSFER
AGENT INSTRUCTIONS.
On
the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under
the Securities Act are met, the Company shall, no later than three (3) Business Days following the delivery by the Investor to the Company
or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Fee shares and/or which
certificates or book-entry statement(s) the Investor shall promptly deliver on or prior to the first to occur of the events described
in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the
Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is
free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented
by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry
out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such
legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company,
as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of
the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer
agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions
(the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration
Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration
Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement
and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor
pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this
Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness
of Registration Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect to
the Commitment Shares or the Purchase Shares from and after Commencement, and the Commitment Shares, and the Purchase Shares covered
by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company agrees that
if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing
the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock
containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price paid for such shares of Common Stock (as
applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.
| 6. | CONDITIONS
TO THE COMPANY’S RIGHT TO COMMENCE |
SALES
OF SHARES OF COMMON STOCK.
The
right of the Company hereunder to commence sales of the Purchase Shares as of the Commencement Date is subject to the satisfaction of
each of the following conditions:
(a)
The Investor shall have executed each of the Transaction
Documents and delivered the same to the Company;
(b)
The Registration Statement covering the resale of the
Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect
to the Registration Statement shall be pending or threatened by the SEC;
(c)
All Securities to be issued by the Company to the Investor
under the Transaction Documents shall have been approved for listing on the Principal Market in accordance with the applicable rules
and regulations of the Principal Market, subject only to official notice of issuance; and
(d)
The representations and warranties of the Investor shall
be true and correct in all material respects as of the date hereof and as of the Commencement Date as though made at that time.
| 7. | CONDITIONS
TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK. |
The
obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions
on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation
to satisfy such conditions after the Commencement has occurred:
The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;
(a)
The Company shall have issued or caused to be issued
to the Investor (i) one or more certificates or book entry statements representing the Commitment Shares or (ii) a number of shares of
Common Stock equal to the number of Commitment Shares as DWAC Shares, in accordance with Section 6;
(b)
The Common Stock shall be listed or quoted on the Principal
Market, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market within the last 365 days, and all
Securities to be issued by the Company to the Investor pursuant to this Agreement shall have been approved for listing or quotation on
the Principal Market in accordance with the applicable rules and regulations of the Principal Market, as then in effect, subject only
to official notice of issuance;
(c)
The representations and warranties of the Company shall
be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified
as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further
qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and
complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with
by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the CEO, President or
CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;
(d)
The Board of Directors of the Company shall have adopted
resolutions in the form previously provided to the Investor which shall be in full force and effect without any amendment or supplement
thereto as of the Commencement Date;
(e)
The Commencement Irrevocable Transfer Agent Instructions
and the Notice of Effectiveness of Registration Statement each shall have been delivered to and acknowledged in writing by the Company
and the Company’s Transfer Agent (or any successor transfer agent);
(h)
The Company shall have delivered to the Investor a secretary’s
certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as Exhibit
B;
(i)
The Registration Statement covering the resale of the
Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect
to the Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not
later than two (2) Business Days after the effective date of the Registration Statement, a final and complete prospectus (the preliminary
form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof.
Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report
shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant
to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for
such filings under the Exchange Act;
(j)
No Event of Default has occurred, or any event which,
after notice and/or lapse of time, would become an Event of Default has occurred;
(k)
All federal, state and local governmental laws, rules
and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and
performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof
shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all federal, state
and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory agencies necessary for the execution,
delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with
the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the Securities Act,
the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market,
or otherwise required by the SEC, the Principal Market or any state securities regulators;
(l)
No statute, regulation, order, decree, writ, ruling
or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or
governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of
the transactions contemplated by the Transaction Documents; and
(m)
No action, suit or proceeding before any federal, state,
local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened,
and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been
commenced or threatened, against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent
or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.
In
consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, stockholders, officers, directors, members, managers, employees and direct
or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as
a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company
in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which directly and primarily
result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply
to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the
Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted
to the Company by the Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Investor.
If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee
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 Indemnitee. Any Indemnitee 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 Indemnitee, 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 such separate counsel, a material conflict on any material issue between
the position of the Company and the position of such Indemnitee, in the case of clauses (i),(ii) and (iii) the Company shall be responsible
for the reasonable fees and expenses of no more than one such separate counsel.
An
“Event of Default” shall be deemed to have occurred at any time as any of the following events occurs:
(a)
the effectiveness of a registration statement registering
the resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or
such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the
Securities to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten
(10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse
or unavailability where (i) the Company terminates a registration statement after the Investor has confirmed in writing that all of the
Securities covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement,
including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration
statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated)
registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);
(b)
the suspension of the Common Stock from trading on the
Principal Market for a period of one (1) Business Day, provided that the Company may not direct the Investor to purchase any shares of
Common Stock during any such suspension;
(c)
the delisting of the Common Stock from the OTCQB operated
by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the foregoing);
(d)
If at any time after the Commencement Date, the Exchange
Cap is reached unless and until stockholder approval is obtained pursuant to the terms hereof. The Exchange Cap shall be deemed to be
reached at such time if, upon submission of a Purchase Notice under this Agreement, the issuance of such shares of Common Stock would
exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the
rules or regulations of the Principal Market;
(e)
the failure for any reason by the Transfer Agent to
issue Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date on which the Investor is entitled
to receive such Purchase Shares;
(f)
the Company breaches any representation, warranty, covenant
or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case
of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(g)
if any Person commences a proceeding against the Company
pursuant to or within the meaning of any Bankruptcy Law;
(h)
if the Company, pursuant to or within the meaning of
any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(i)
a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company
or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary; or
(j)
if at any time the Company is not eligible to transfer
its Common Stock electronically as DWAC Shares.
So
long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an
Event of Default, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice.
This
Agreement may be terminated only as follows:
(a)
If pursuant to or within the meaning of any Bankruptcy
Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any
of which would be an Event of Default as described in Sections 10(g), 10(h) and 10(i) hereof), this Agreement shall
automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice
by any Person.
(b)
In the event that the Commencement shall not have occurred
on or before December 31, 2023, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect
to the Commencement, either the Company or the Investor shall have the option to terminate this Agreement at the close of business on
such date or thereafter without liability of any party to any other party (except as set forth below); provided, however, that the right
to terminate this Agreement under this Section 11(b) shall not be available to any party if such party is then in breach of any
covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to
be true and correct such that the conditions set forth in Section 7(d) or Section 8(e), as applicable, could not then be
satisfied.
(c)
At any time after the Commencement Date, the Company
shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a “Company Termination
Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after
it has been received by the Investor.
(d)
This Agreement shall automatically terminate on the
date that the Company sells and the Investor purchases the full Available Amount as provided herein, without any action or notice on
the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth
below).
(e)
If, for any reason or for no reason, the full Available
Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically
terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party
to any other party under this Agreement (except as set forth below).
Except
as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(g), 10(h) and 10(i)),
11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice
from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof.
The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5,
and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in
Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this
Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to
pending Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Purchases
under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release
the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.
(a)
Governing Law; Jurisdiction; Jury Trial. The
corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the State of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(b)
Counterparts. This Agreement may be executed
in two or more identical counterparts, all of which 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; provided that a facsimile signature or signature delivered by e-mail
in a “.pdf” format data file shall be considered due execution and shall be binding upon the signatory thereto with the same
force and effect as if the signature were an original signature.
(c)
Headings. The headings of this Agreement are
for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(d)
Severability. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e)
Entire Agreement. The Transaction Documents supersede
all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with
respect to the subject matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain
the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such
matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in the Transaction Documents.
(f)
Notices. Any notices, consents or other communications
required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i)
upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall
be:
If
to the Company:
Clean
Vision Corporation
2711
N. Sepulveda Blvd, Suite #1051
Manhattan
Beach, CA 90266
Attn:
Daniel Louis Bates, CEO
Tel:
310-387-7636
Email:
d.bates@cleanvisioncorp.com
With
a copy to (which shall not constitute notice or service of process):
Lucosky Brookman
101 Wood Avenue South
Woodbridge, NJ 08830
Tel:
Email:
If to the Investor:
ClearThink
Capital Partners, LLC
10
Times Square, 5th FL
New
York, NY 10018
Tel:
646-431-6980
E-mail:
nyc@clearthink.capital
If
to the Transfer Agent:
Equiniti
1110
Centre Pointe Curve, Suite 101
Mendota
Heights, MN 55120
Tel:
Email:
or
at such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an
image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.
(g)
Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Investor, including by merger or consolidation.
The Investor may not assign its rights or obligations under this Agreement.
(h)
No Third Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person.
(i) Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the
Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or
its counsel on, any press release, SEC filing or any other public
disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents
or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor
must be provided with a final version of any such press release, SEC filing or other public disclosure at least 24 hours prior to any
release, filing or use by the Company thereof; provided however, that the Company’s obligations pursuant to this Section 12(i)
shall not apply if the form and substance of such press release, SEC filing, or other public disclosure relating to the Investor,
its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby previously have been publicly
disclosed by the Company in compliance with this Section 12(i). The Company agrees and acknowledges that its failure to fully
comply with this provision constitutes a Material Adverse Effect.
(j)
Further Assurances. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably
possible, the Commencement, and to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.
(k)
Placement Agent, Broker or Finder. The
Company represents and warrants to the Investor that it has engaged a placement agent, broker or finder in connection with the transactions
contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement
agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses) arising
in connection with any such claim.
(l)
No Strict Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.
(m)
Remedies, Other Obligations, Breaches
and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without limitation, the Investor’s
remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor under this Agreement,
at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Investor contained
herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s
right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss
and without any bond or other security being required.
(n)
Enforcement Costs. If: (i) this Agreement is
placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through any legal proceeding; (ii)
an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’
rights and involving a claim under this Agreement; or (iii) an attorney is retained to represent the Investor in any other proceedings
whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable
costs and expenses including attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.
(o)
Amendment and Waiver; Failure or Indulgence Not Waiver.
No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this
Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may
be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
(p)
Adjustments for Share Splits. The parties acknowledge
and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction effected with respect to the Common Stock except as specifically stated herein.
**
Signature Page Follows **
IN
WITNESS WHEREOF, the Investor and the Company have caused this Agreement to be duly executed as of the date first written above.
THE
COMPANY:
CLEAN
VISION CORPORATION
By:
________________________
Name:
Title:
INVESTOR:
CLEARTHINK
CAPITAL PARTNERS, LLC
By:
________________________
Name:
Title:
| |
|
| |
EXHIBITS
|
| Exhibit
A |
Form
of Officer’s Certificate |
| Exhibit
B |
Form
of Secretary’s Certificate |
| |
|
EXHIBIT
A
FORM
OF OFFICER’S CERTIFICATE
This
Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Agreement,
dated May 24, 2024, to the Purchase Agreement dated as of May 24, 2024, (“Purchase Agreement”), by and between Clean
Vision Corporation, a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
The
undersigned, ___________, ______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity,
as follows:
1.
I am the _____________ of the Company and make the statements
contained in this Certificate;
2.
The representations and warranties of the Company in
the Purchase Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties
is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and warranties are
true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time
(except for representations and warranties that speak as of a specific date, in which case such representations and warranties are true
and correct as of such date);
3.
The Company has performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Commencement Date.
4.
The Company has not taken any steps, and does not currently
expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.
IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.
Name:
The
undersigned as Secretary of Clean Vision Corporation, a Nevada corporation, hereby certifies that ___________ is the duly elected,
appointed, qualified and acting ________ of _________ and that the signature appearing above is his genuine signature.
___________________________________
EXHIBIT
B
FORM
OF SECRETARY’S CERTIFICATE
This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Agreement,
dated May 24, 2024, to the Purchase Agreement dated as of May 24, 2024 (“Purchase Agreement”), by and between Clean Vision
Corporation, a Nevada corporation (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC (the “Investor”),
pursuant to which the Company may sell to the Investor up to Five Million Dollars ($5,000,000) of the Company’s Common Stock, $0.0001
par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Purchase Agreement.
The
undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as
follows:
1.
I am the Secretary of the Company and make the statements
contained in this Secretary’s Certificate.
2.
Attached hereto as Exhibit A and Exhibit B
are true, correct and complete copies of the Company’s Bylaws (“Bylaws”) and Certificate of Incorporation (“Charter”),
in each case, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders,
in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Charter.
3.
Attached hereto as Exhibit C are true, correct
and complete copies of the resolutions duly adopted by the Board of Directors of the Company on _____________, at which a quorum was
present and acting throughout. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and
such resolutions are the only resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders
of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and
sale of the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction
Documents as contemplated therein.
4.
As of the date hereof, the authorized, issued and reserved
capital stock of the Company is as set forth on Exhibit D hereto.
IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________.
_________________________
Secretary
The
undersigned as ___________ of Clean Vision Corporation., a Nevada corporation, hereby certifies that ____________ is the duly
elected, appointed, qualified and acting Secretary of _________, and that the signature appearing above is his genuine signature.
| _______________________________ | |
Exhibit
10.3
REGISTRATION
RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION.,
a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company
(together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million Dollars
($5,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities
Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1.
DEFINITIONS.
As
used in this Agreement, the following terms shall have the following meanings:
a.
“Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement
in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof
to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound
by the provisions of this Agreement.
b.
“Person” means any individual or entity including but not limited to any corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental
agency.
c.
“Register,” “registered,” and “registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission
(the “SEC”).
d.
“Registrable Securities” means all of the Purchase Shares that may, from time to time, be issued or become issuable
to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of
capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases
under the Purchase Agreement.
e.
“Registration Statement” means one or more registration statements of the Company covering only the sale of the Registrable
Securities.
2.
REGISTRATION.
a.
Mandatory Registration. The Company shall, within 30 days of executing definitive documents, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable
SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under
the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor
in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common
Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable
Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and
any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for
inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by
the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant
to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered
thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available
Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.
b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection
with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity
to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such
comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date
the Investor receives the substantially final pre-filing version of such prospectus.
c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a
“New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth
in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable
best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing
thereof.
d.
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed
prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent,
which shall not be unreasonably withheld, of the Investor as to the specific Registrable Securities to be removed therefrom) until such
time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event
of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements
in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein
or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions
to the Investor’s obligations) shall
be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).
3.
RELATED OBLIGATIONS.
With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor as set forth in such registration statement.
b.
The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto, and not file any document in a form to which Investor reasonably objects. The Investor shall use
its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company shall furnish to the
Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the
Registration Statement or any New Registration Statement.
c.
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.
d.
Upon the request of the Investor, the Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from
registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a 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 (provided that in no event shall such
notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other
number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of
such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.
f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of
any proceeding for such purpose.
g.
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3.
h.
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to
be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.
i.
The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j.
If reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably requests be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number
of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;
(ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of
the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to
any Registration Statement.
k.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
l.
Within one (1) Business Day after any Registration Statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A, or such other form acceptable to the Company’s transfer agent. Thereafter, if requested by the Buyer
at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of
such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale of all of the Registrable Securities.
m.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.
4.
OBLIGATIONS OF THE INVESTOR.
a.
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.
b.
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any Registration Statement hereunder.
c.
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.
5.
EXPENSES OF REGISTRATION.
All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6.
INDEMNIFICATION.
a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, members, managers representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact
in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any
rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any
New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i)
through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such
amendment thereof or supplement thereto, if such was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if
the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as
then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to
a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim
is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.
b.
In connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit
B attached hereto and furnished to the Company by the Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investor pursuant to Section 9.
c.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.
d.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
e.
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to law.
7.
CONTRIBUTION.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.
8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.
With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:
a.
make and keep public information available, as those terms are understood and defined in Rule 144;
b.
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144;
c.
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and
d.
take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor that comply with applicable laws
and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent
injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
9.
ASSIGNMENT OF REGISTRATION RIGHTS.
The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The
Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate of the
Investor.
10.
AMENDMENT OF REGISTRATION RIGHTS.
No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a
written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11.
MISCELLANEOUS.
a.
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of
such Registrable Securities.
b.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:
If
to the Company:
Clean
Vision Corporation
2711
North Sepulveda Blvd
Suite
1051
Manhattan
Beach, CA 90266
Tel:
424-835-1845
Email: d.bates@cleanvisioncorp.com
With
a copy to (which shall not constitute notice or service of process):
Lucosky
Brookman
101
Wood Avenue South
Woodbridge,
NJ 08830
Tel: 732-395-4400
If to the Investor:
ClearThink
Capital Partners, LLC
10
Times Square, 5th FL
New
York, NY 10024
Tel:
646-431-6980
E-mail:
nyc@clearthink.capital
If
to the Transfer Agent:
Equiniti
1110
Centre Pointe Curve
Suite
101
Mendota
Heights, MN 55120
Tel:
800-837-5449
or
at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable,
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile,
email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c.
The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the State of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such 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 manner permitted by law. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
d.
This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth
or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.
e.
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.
f.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
h.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.
j.
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.
*
* * * * *
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.
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THE
COMPANY: |
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CLEAN
VISION CORPORATION
|
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By: |
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Name: |
|
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Title: |
|
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BUYER: |
| |
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CLEARTHINK
CAPITAL PARTNERS, LLC |
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By |
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Name: |
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Title: |
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EXHIBIT
A
TO
REGISTRATION RIGHTS AGREEMENT
FORM
OF NOTICE OF EFFECTIVENESS
OF
REGISTRATION STATEMENT
[Date]
[TRANSFER
AGENT]
___________________
___________________
Re:
[__________]
Ladies
and Gentlemen:
We
are counsel to Clean Vision Corporation, a Nevada corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of May 21, 2024 (the “Purchase Agreement”), entered into
by and between the Company and ClearThink Capital Partners, LLC (the “Buyer”) pursuant to which, among other things,
the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”), in an amount up to Five Million Dollars ($5,000,000) (the “Purchase Shares”), in accordance with
the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities and Exchange Commission (the “SEC”) [__________] shares of Common Stock that may be issued
and sold by the Company to the Buyer from time to time (the “Purchase Shares”).
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of May 24, 2024 with the Buyer
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Purchase
Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on February 7, 2023, the Company
filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the SEC relating to
the resale of the Purchase Shares and the Commitment Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at __:__ am/pm on _______ __, 2024, and we have no knowledge,
based solely on our review of the Commission’s “Stop Orders” web page (http://sec.gov/litigation/stoporders.shtml),
that any stop order suspending the Registration Statement’s effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC, and the Purchase Shares and the Commitment Shares are available for resale under the Securities
Act pursuant to the Registration Statement and may be issued without any restrictive legend.
| |
Very
truly yours, |
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[Company
Counsel] |
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By |
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Clean Vision (QB) (USOTC:CLNV)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Clean Vision (QB) (USOTC:CLNV)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
