true
Exhibits only filing
0001434601
0001434601
2024-12-30
2024-12-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
As filed with the Securities
and Exchange Commission on December 30, 2024.
Registration No. 333-282356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
The MARQUIE GROUP, INC.
(Exact name of Registrant as specified in its charter)
| florida |
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4461 |
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26-2091212 |
| (Incorporation or |
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(Primary Standard Industrial |
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(I.R.S. Employer |
| organization) |
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Classification Code Number) |
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Identification Number) |
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
(800) 351-3021
(Name, address, telephone number of agent for service)
Marc Angell
Chief Executive Officer
7901 4th Street North, Suite 4887
St. Petersburg, FL 33702
(800) 351-3021
(Address and Telephone Number of Registrant’s
Principal Executive Offices and Principal Place of Business)
Communication Copies to
Jeff Turner
JDT Legal
7533 S Center View Ct, #4291
West Jordan, UT 84084
Telephone: (801) 810-4465
Facsimile: (888) 920-1297
Email: jeff@jdt-legal.com
Approximate date of proposed sale to the public:
As soon as practicable and from time to time after the effective date of this Registration Statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed
pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates, as may be necessary to delay its effective date until the registrant shall file a further amendment,
which specifically states that this registration statement shall thereafter become effective in accordance with Act 1, Section 8A of
the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities Exchange
Commission, acting pursuant to Section 8A, may determine.
The information in this prospectus is not complete
and may be changed without notice. The Selling Security Holders may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither the Registrant
nor the Selling Security Holders are soliciting offers to buy these securities, in any state where the offer or sale of these securities
is not permitted.
EXPLANATORY NOTE
This Amendment No. 5
(this “Amendment”) to the Registration Statement on Form S-1 of The Marquie Group, Inc. (File No. 333-282356) (the “Registration
Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II, Item 16 of this Amendment.
Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and
the filed exhibit. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged
and have been omitted from this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
INDEX TO EXHIBITS
* To be filed by
amendment.
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
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The Marquie Group, Inc. |
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| Date: |
December 30, 2024 |
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By: |
/s/ Marc Angell |
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Name: |
Marc Angell |
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Title: |
Chief Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Marc Angell |
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Chief Executive Officer, Director |
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December 30, 2024 |
| Marc Angell |
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(Principal Executive Officer) |
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| /s/ Marc Angell |
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Principal Financial Officer and |
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December 30, 2024 |
| Marc Angell |
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Principal Accounting Officer |
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Exhibit 5.1
December 30, 2024
The Marquie Group, Inc.
7901 4th Street North
Suite 4887
St. Petersburg, FL 33702
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Re: |
Registration Statement on Form S-1 for The Marquie Group, Inc. |
Ladies and Gentlemen:
We
have acted as counsel to The Marquie Group, Inc., a Florida corporation (the “Company”), in connection with the filing by
the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission,
including a related prospectus filed with the Registration Statement (the “Prospectus”), covering the registration of up to
5,000,000,000 shares of the Company’s common stock, par value $0.0001, (the “Shares”).
In
connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s
Articles of Incorporation, as amended, and Bylaws, each as currently in effect, (c) the forms of the Company’s Articles of Incorporation
and Bylaws filed as Exhibits 3.1 and 3.3, to the Registration Statement, respectively, each of which is to be in effect upon the effectiveness
of the offering contemplated by the Registration Statement and (d) originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion
expressed below and (ii) assumed that the Shares will be sold at the fixed price set forth in the Registration Statement.
In
connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other communications
of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the
purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed
appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have
assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic
original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto
other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents. In
addition, we have assumed that at the time of the issuance and sale of the Shares: (i) the Company has not amended its certificate of
incorporation or bylaws, (ii) the board of directors of the Company and any committee thereof has not taken any action to amend, rescind
or otherwise reduce its prior authorization of the issuance of the Shares, (iii) the Registration Statement becomes and remains effective,
and the prospectus which is a part of the Registration Statement, and the prospectus delivery requirements with respect thereto, fulfill
all of the requirements of the Securities Act, throughout all periods relevant to the opinion, (iv) the Shares will be offered in the
manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto, and (v) all offers
and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof.
Our
opinion is expressed only with respect to the General Corporation Law of the State of Florida. We express no opinion to the extent that
any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal
or state securities law, rule or regulation.
On
the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor
as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption
“Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations
thereunder. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter
with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though
the change may affect the legal analysis or legal conclusion or other matters in this letter.
Sincerely,
/s/ JDT Legal
Exhibit 10.4
STOCK PURCHASE AGREEMENT
AMONG
THE MARQUIE GROUP, INC.
AND
THE SHAREHOLDERS
OF
SIMPLY WHIM, INC.
September 20, 2022
STOCK PURCHASE
AGREEMENT
This Stock
Purchase Agreement (this “Agreement”) is entered into as of the 20th day of September 2022, by and among The Marquie
Group, Inc., a Florida corporation (“Buyer”), and each of the Persons (other than the Buyer) set forth on the signature
page attached hereto (each a Seller and collectively, “Sellers”). Buyer and Sellers are referred to collectively herein
as the “Parties.”
Sellers in the
aggregate, own all of the outstanding capital stock of SIMPLY WHIM, INC., a Wyoming corporation (“SIMPLY WHIM”).
This Agreement
contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, 25% of the total issued and outstanding
capital stock of SIMPLY WHIM in return for TMGI Shares as defined herein.
Now, therefore,
in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows.
“Accredited Investor” has the meaning set
forth in Regulation D promulgated under the Securities Act.
“Adverse Consequences”
means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders,
decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses,
expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.
“Affiliate”
means, with respect to any Party, any Person that controls, is controlled by, or who is under common control with such Party.
“Basis”
means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction that forms or could form the basis for any specified consequence.
“Buyer” has the meaning set forth
in the preface above.
“Closing” has the meaning set forth in §2(c) below.
“Closing Date” has the
meaning set forth in §2(c) below.
“Confidential
Information” means any information concerning the businesses and affairs of Buyer or SIMPLY WHIM that is not already generally
available to the public.
“Environmental,
Health, and Safety Requirements” shall mean all federal, state, local, and foreign statutes, regulations, ordinances, and other
provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations,
and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment.
“Financial Statements” has the
meaning set forth in §4(g) below.
“Indemnified Party” has the meaning set forth in §6(d) below.
“Indemnifying
Party” has the meaning set forth in §6(d) below.
“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable
and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together
with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service
marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with
all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations,
and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e)
all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists,
pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable
code, data, databases, and related documentation), (g) all advertising and promotional materials, (h) all other proprietary rights, and
(i) all copies and tangible embodiments thereof (in whatever form or medium).
“Knowledge” means
actual knowledge after reasonable investigation.
“Leases”
means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals,
guaranties, and other agreements with respect thereto, pursuant to which SIMPLY WHIM holds any leasehold right in respect of real property
or the occupancy thereof, including the right to all security deposits and other amounts and instruments deposited by or on behalf of
SIMPLY WHIM thereunder.
“Liability”
means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute
or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability
for Taxes.
“Lien” means
any mortgage, pledge, lien, encumbrance, charge, or other security interest.
“Material Adverse Effect” or “Material
Adverse Change” means any effect or change that would be materially adverse to the business, assets, condition (financial or
otherwise), operating results, operations, or business prospects of SIMPLY WHIM or on the ability of Sellers to consummate timely the
transactions contemplated hereby (regardless of whether or not such adverse effect or change can be or has been cured at any time or
whether Buyer has knowledge of such effect or change on the date hereof), including any adverse change, event, development, or effect
arising from or relating to (a) general business or economic conditions, including such conditions related to the business of SIMPLY
WHIM, (b) national or international political or social conditions, including the engagement by the United States in hostilities, whether
or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United
States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel
of the United States, (c) financial, banking, or securities markets (including any suspension of trading in, or limitation on prices
for, securities on the New York Stock Exchange, American Stock Exchange, or Nasdaq National Market for a period in excess of three hours
or any decline of either the Dow Jones Industrial Average or the Standard & Poor’s Index of 500 Industrial Companies by an amount
in excess of 15% measured from the close of business on the date hereof), (d) changes in United States generally accepted accounting
principles, (e) changes in law, rules, regulations, orders, or other binding directives issued by any governmental entity, and (f) the
taking of any action contemplated by this Agreement and the other agreements contemplated hereby.
“Most
Recent Balance Sheet” means the balance sheet contained within the Most Recent Financial Statements.
“Most Recent Financial Statements”
has the meaning set forth in §4(g) below.
“Most Recent Fiscal Month End” has the meaning set forth in §4(g)
below.
“Most Recent Fiscal Year End” has the meaning set forth in §4(g) below.
“Ordinary
Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to
quantity and frequency).
“Party” has the meaning
set forth in the preface above.
“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political
subdivision thereof).
“Purchase Price” has the meaning set forth
in §2(b) below.
“Requisite Sellers”
means Sellers holding a majority in interest of the SIMPLY WHIM Shares immediately prior to the Closing.
“Securities Act” means the Securities
Act of 1933, as amended. “Seller” has the meaning set forth in the preface above.
“SIMPLY WHIM” has
the meaning set forth in the preface above.
“SIMPLY WHIM Share” means any share of
the common stock of SIMPLY WHIM.
“Subsidiary”
means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership,
association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation)
if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing
director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries
of such Subsidiary.
“Tax”
or “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative
or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed
or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.
“Tax
Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof.
“TMGI Shares” means, collectively, shares
of common stock of Buyer.
| 2. | Purchase and Sale of SIMPLY WHIM Shares. |
(a)
Basic Transaction. On and subject to the terms and conditions of this Agreement, Buyer hereby purchases from each Seller,
and each Seller hereby sells to Buyer, all of his or her or its SIMPLY WHIM Shares for the consideration specified below in this §2.
(b) Purchase Price.
Buyer hereby issues to the Sellers in exchange for TWENTY-FIVE (25) SIMPLY WHIM Shares, which amount constitutes 25% of the issued and
outstanding capital stock of SIMPLY WHIM:
(i)
SIX HUNDRED SIXTY SIX MILLION SIX HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY-EIGHT (666,666,668) TMGI Shares (the “Stock
Consideration”); and
(ii)
A twelve-month, 12% promissory note in the face amount of TWO MILLION DOLLARS ($2,000,000) (the “Note Consideration”).
(c)
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place
contemporaneous with the execution of this Agreement, or such other date as Buyer and Requisite Sellers may mutually determine (the “Closing
Date”).
(d)
Deliveries at Closing. At the Closing, (i) each Seller will deliver to Buyer stock certificates representing all of his,
her or its SIMPLY WHIM Shares, endorsed in blank or accompanied by duly executed assignment documents, and (ii) Buyer will deliver to
each Seller the consideration specified in §2(b) above.
| 3. | Representations and Warranties Concerning Transaction. |
(a)
Sellers’ Representations and Warranties. Each Seller represents and warrants to Buyer that the statements contained in this
§3(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date with respect
to himself, herself, or itself.
(i)
Organization of Certain Sellers. Seller (if a corporation or other entity) is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation or other formation.
(ii)
Authorization of Transaction. Seller has full power and authority (including full corporate or other entity power and authority)
to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make
any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated
hereby have been duly authorized by Seller.
(iii)
Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which Seller is subject or, if Seller is an entity, any provision of its charter,
bylaws, or other governing documents, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Seller is a party or by which he or it is bound or to which any of his or its assets
is subject, or (C) result in the imposition or creation of a Lien upon or with respect to the SIMPLY WHIM Shares.
(iv)
Brokers’ Fees. Seller has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.
(v)
Investment. Seller (A) understands that each of the Stock Consideration and the Note Consideration have not been, and will
not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal
and state exemptions for transactions not involving any public offering, (B) is acquiring each of the Stock Consideration and the Note
Consideration solely for his or its own account for investment purposes, and not with a view to the distribution thereof, (C) is a sophisticated
investor with knowledge and experience in business and financial matters, (D) has received certain information concerning the Buyer and
has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding
each of the Stock Consideration and the Note Consideration, (E) is able to bear the economic risk and lack of liquidity inherent in holding
each of the Stock Consideration and the Note Consideration, and (F) is an Accredited Investor.
(vi)
SIMPLY WHIM Shares. Seller holds of record and owns beneficially the number of SIMPLY WHIM Shares set forth next to his
or its name on the signature page attached hereto, free and clear of any restrictions on transfer (other than any restrictions under the
Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims,
and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to
sell, transfer, or otherwise dispose of any capital stock of SIMPLY WHIM (other than this Agreement). Seller is not a party to any voting
trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of SIMPLY WHIM.
(b)
Buyer’s Representations and Warranties. Buyer represents and warrants to Sellers that the statements contained in this §3(b)
are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
(i)
Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the
State of Florida.
(ii)
Authorization of Transaction. Buyer has full power and authority (including full corporate or other entity power and authority)
to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding
obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated
by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly
authorized by Buyer.
(iii)
Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing
documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument,
or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject.
(iv)
Brokers’ Fees. Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which any Seller could become liable or obligated.
(v)
Investment. Buyer is not acquiring the SIMPLY WHIM Shares with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act.
4.
Representations and Warranties Concerning SIMPLY WHIM. Sellers represent and warrant to Buyer that the statements contained
in this §4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date.
(a)
Organization, Qualification, and Corporate Power. SIMPLY WHIM has been duly organized, is validly existing, and is in good
standing under the laws of Florida. SIMPLY WHIM is duly authorized to conduct business and are in good standing under the laws of each
jurisdiction where such qualification is required. SIMPLY WHIM has full corporate power and authority and all licenses, permits, and authorizations
necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Sellers have delivered
to Buyer correct and complete copies of the charter and bylaws of SIMPLY WHIM (as amended to date). The minute books (containing the records
of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and
the stock record books of SIMPLY WHIM are correct and complete. SIMPLY WHIM is not in default under or in violation of any provision of
its charter or bylaws.
(b)
Capitalization. The entire authorized capital stock of SIMPLY WHIM consists of 100 SIMPLY WHIM Shares, of which 100 SIMPLY
WHIM Shares are issued and outstanding and 0 SIMPLY WHIM Shares are held in treasury. All of the issued and outstanding SIMPLY WHIM Shares
have been duly authorized, are validly issued, fully paid, and non-assessable, and are held of record by the respective Sellers as set
forth on the signature page to this Agreement. There are no outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments that could require SIMPLY WHIM to issue, sell, or otherwise
cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to SIMPLY WHIM. There are no voting trusts, proxies, or other agreements or understandings
with respect to the voting of the capital stock of SIMPLY WHIM.
(c)
Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which SIMPLY WHIM is subject or any provision of the charter or bylaws of SIMPLY WHIM
or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right
to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other
arrangement to which SIMPLY WHIM is a party or by which it is bound or to which any of its assets is subject (or result in the imposition
of any Lien upon any of its assets). SIMPLY WHIM does not need to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by
this Agreement.
(d)
Brokers’ Fees. SIMPLY WHIM does not have any Liability or obligation to pay any fees or commissions to any broker, finder,
or agent with respect to the transactions contemplated by this Agreement.
(e)
Title to Assets. SIMPLY WHIM has good and marketable title to, or a valid leasehold interest in, the properties and assets
used by it, located on its premises, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all
Liens, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet.
(f) Subsidiaries. There are no Subsidiaries of SIMPLY WHIM.
(g)
Financial Statements. Prior to Closing, Sellers have provided to Buyer the following financial statements (collectively
the “Financial Statements”): (i) unaudited balance sheets and statements of income, changes in stockholders’ equity,
and cash flow as of and for the fiscal years ended December 31, 2020 and December 31, 2021 (the “Most Recent Fiscal Year End”)
for SIMPLY WHIM; and (ii) unaudited balance sheets and statements of income, changes in stockholders’ equity, and cash flow (the “Most
Recent Financial Statements”) as of and for the months ended August 31, 2022 (the “Most Recent Fiscal Month End”)
for SIMPLY WHIM.
(h)
Audit of SIMPLY WHIM Financial Statements. Neither Sellers nor any employee or contractor of SIMPLY WHIM with responsibility
concerning the recordation or production of Financial Statements of SIMPLY WHIM, have Knowledge of any reason why the Financial Statements
of SIMPLY
WHIM may not be given an unqualified audit, save any qualification
relating to the business of SIMPLY WHIM as a going concern, within seventy five (75) days of the Closing Date.
(i)
Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any Material
Adverse Change.
(j)
Undisclosed Liabilities. SIMPLY WHIM does not have any Liability (and there is no Basis for any present or future action,
suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability), except
for (i) Liabilities set forth on the face of the Most Recent Balance Sheet and (ii) Liabilities which have arisen after the Most Recent
Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was
caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).
(k) Tax Matters.
(i)
SIMPLY WHIM has filed all Tax Returns that it was required to file under applicable laws and regulations. All such Tax Returns
were correct and complete in all respects and have been prepared in substantial compliance with all applicable laws and regulations. All
Taxes due and owing by SIMPLY WHIM have been paid. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of
the assets of SIMPLY WHIM.
(ii)
SIMPLY WHIM has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing
to any employee, independent contractor, creditor, stockholder, or other third party.
(iii)
No Seller or director or officer (or employee responsible for Tax matters) of SIMPLY WHIM expects any authority to assess any additional
Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial
Tax proceedings are pending or being conducted with respect to SIMPLY WHIM. SIMPLY WHIM has not received from any foreign, federal, state,
or local taxing authority (including jurisdictions where SIMPLY WHIM has not filed Tax Returns) any (i) written notice indicating an intent
to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment
for any amount of Tax proposed, asserted, or assessed by any taxing authority against SIMPLY WHIM.
(iv)
Prior to the Closing, Sellers have provided to Buyer copies of the Tax Returns of SIMPLY WHIM for the two fiscal years ended prior
to the Closing Date.
(l) Real Property.
(i)
SIMPLY WHIM does not own or hold any equitable interest in any Real Property.
(ii)
Sellers have provided to Buyer each Lease to which SIMPLY WHIM is subject. With respect to each such Lease:
(A) such Lease is legal, valid, binding, enforceable and in full force and effect;
(B)
the transaction contemplated by this Agreement does not require the consent of any other party to such Lease, will not result in
a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and
in full force and effect on identical terms following the Closing;
(C)
neither SIMPLY WHIM nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance
exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination,
modification or acceleration of rent under such Lease;
(D)
the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, SIMPLY WHIM; and
(E)
SIMPLY WHIM has not subleased, licensed or otherwise granted any Person the right to use or occupy the real property, facilities,
office space, or any portion thereof that is the subject of the Lease.
(m)
Intellectual Property. SIMPLY WHIM owns and possesses or has the right to use pursuant to a valid and enforceable, written
license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the business of SIMPLY WHIM as
presently conducted. SIMPLY WHIM has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual
Property rights of third parties.
(n)
Contracts. Prior to Closing, Sellers have provided to Buyer copies of following contracts and other agreements to which
SIMPLY WHIM is a party:
(i)
any agreement concerning a partnership or joint venture;
(ii)
any agreement concerning confidentiality or non-competition;
(iii)
any agreement between SIMPLY WHIM and any of Sellers or their Affiliates;
(iv)
any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan
or arrangement for the benefit of its current or former directors, officers, and employees; or
(v)
any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary
Course of Business;
(o)
Insurance. Prior to Closing, Sellers have provided Buyer copies of all insurance policies (including policies providing
property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) to which SIMPLY WHIM has been a party,
a named insured, or otherwise the beneficiary of coverage at any time within the past year.
(p)
Litigation. SIMPLY WHIM is not (i) subject to any outstanding injunction, judgment, order, decree, ruling, or charge or
(ii) a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before any arbitrator.
(q)
Product Warranty. Each product sold, leased, or delivered by SIMPLY WHIM has been in conformity with all applicable contractual
commitments and all express and implied warranties, and SIMPLY WHIM does not have any Liability (and there is no Basis for any present
or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any
Liability) for replacement or repair thereof or other damages in connection therewith. Prior to Closing, SIMPLY WHIM has provided to Buyer
copies of the standard terms and conditions of sale or lease for the products sold and/or leased by SIMPLY WHIM.
(r)
Product Liability. SIMPLY WHIM does not have any Liability (and there is no Basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out
of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or
delivered by SIMPLY WHIM.
(s)
Employee Benefits. Sellers have provided to Buyer (or shall provide prior to Closing) all agreements or plans requiring
SIMPLY WHIM to contribute to any pension, retirement, health, or other employee benefit plan.
(t)
Environmental, Health, and Safety Matters. SIMPLY WHIM and each of its predecessors and Affiliates have complied and are
in compliance with all Environmental, Health, and Safety Requirements.
(u)
Disclosure. The representations and warranties contained in this §4 do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements and information contained in this §4 not misleading.
5.
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.
(a)
General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement,
each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as
any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled
to indemnification therefor under §6 below). Sellers acknowledge and agree that from and after the Closing Buyer will be entitled
to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to SIMPLY
WHIM.
(b)
Transition. None of Sellers will take any action that is designed or intended to have the effect of discouraging any lessor,
licensor, customer, supplier, or other business associate of SIMPLY WHIM from maintaining the same business relationships with SIMPLY
WHIM after the Closing as it maintained with SIMPLY WHIM prior to the Closing. Each of Sellers will refer all customer inquiries relating
to the businesses of SIMPLY WHIM to Buyer from and after the Closing.
(c)
Confidentiality. Each Seller will treat and hold as such all of the Confidential Information, refrain from using any of
the Confidential Information except in connection with this Agreement, and deliver promptly to Buyer or destroy, at the request and option
of Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in his, her, or its possession. In the event
that any Seller is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, such Seller will notify
Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions
of this §5(d). If, in the absence of a protective order or the receipt of a waiver hereunder, any of Sellers is, on the advice of
counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Seller may disclose
the Confidential Information to the tribunal; provided, however, that the disclosing Seller shall use his, her, or its reasonable
best efforts to obtain, at the reasonable request of Buyer, an order or other assurance that confidential treatment will be accorded to
such portion of the Confidential Information required to be disclosed as Buyer shall designate. The foregoing provisions shall not apply
to any Confidential Information which is generally available to the public immediately prior to the time of disclosure unless such Confidential
Information is so available due to the actions of a Seller.
(d) TMGI Shares.
(i)
Each certificate representing the TMGI Shares (and any share of Buyer common stock convertible thereunto) will be imprinted with
a legend substantially in the following form:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
Each holder desiring to transfer
any of the TMGI Shares first must furnish Buyer with a written opinion satisfactory to Buyer in form and substance from counsel satisfactory
to Buyer by reason of experience to the effect that the holder may transfer the TMGI Shares as desired without registration under the
Securities Act.
| 6. | Remedies for Breaches of This Agreement. |
(a)
Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement
shall survive the Closing hereunder and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations).
(b) Indemnification Provisions for Buyer’s Benefit.
(i)
In the event any Seller breaches any of his, her, or its representations, warranties, and covenants contained herein (other than
the covenants in §2(a) above and the representations and warranties in §3(a) above) and, provided that Buyer makes a written
claim for indemnification against any Seller pursuant to §8(h) below, then each Seller shall be obligated jointly and severally to
indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to,
in the nature of, or caused by the breach.
(ii)
In the event any Seller breaches any of his, her, or its covenants in §2(a) above or any of his, her, or its representations
and warranties in §3(a) above, and provided that Buyer makes a written claim for indemnification against such a Seller pursuant to
§8(h) below, then such Seller shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including
any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from arising out of, relating to,
in the nature of, or caused by the breach.
(c)
Indemnification Provisions for Sellers’ Benefit. In the event Buyer breaches any of its representations, warranties, and
covenants contained herein and, provided that any Seller makes a written claim for indemnification against Buyer pursuant to §8(h)
below, then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse
Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of,
or caused by the breach.
(d) Matters Involving Third Parties.
(i)
If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third
Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”)
under this §6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however,
that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation
hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
(ii)
Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within
15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating
to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably
acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction
or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith
judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business
interests or the reputation of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively
and diligently.
(iii)
So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with §6(d)(ii) above,
(A) the Indemnified Party may retain separate co- counsel at its sole cost and expense and participate in the defense of the Third Party
Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the Indemnifying Party
will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (not to be withheld unreasonably).
(iv)
In the event any of the conditions in §6(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend
against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it
reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in
connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending
against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible
for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused
by the Third Party Claim to the fullest extent provided in this §6.
(e)
Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of,
any statutory, equitable, or common law remedy any Party may have with respect to SIMPLY WHIM or the transactions contemplated by this
Agreement. Each Seller hereby agrees that he, she, or it will not make any claim for indemnification against SIMPLY WHIM by reason of
the fact that he, she, or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such
entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties,
fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document,
bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Buyer against such
Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise).
7.
Tax Matters. The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain
tax matters following the Closing Date:
(a)
Tax Indemnification. Each Seller shall jointly and severally indemnify SIMPLY WHIM, Buyer, and each Buyer Affiliate and
hold them harmless from and against any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment
thereof) of SIMPLY WHIM for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date
for any Taxable period that includes (but does not end on) the Closing Date (“Pre- Closing Tax Period”), (ii) all Taxes
of any member of an affiliated, consolidated, combined or unitary group of which SIMPLY WHIM (or any predecessor of any of the foregoing)
is or was a member on or prior to the Closing Date, and (iii) any and all Taxes of any Person (other than SIMPLY WHIM) imposed on SIMPLY
WHIM as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction
occurring before the Closing.
(b)
Straddle Period. In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle
Period”), the amount of any Taxes based on or measured by income or receipts of SIMPLY WHIM for the Pre-Closing Tax Period shall
be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Taxable
period of any partnership or other pass-through entity in which SIMPLY WHIM holds a beneficial interest shall be deemed to terminate at
such time) and the amount of other Taxes of SIMPLY WHIM for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed
to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the
Taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
(c)
Responsibility for Filing Tax Returns. Buyer shall prepare or caused to be prepared and file or caused to be filed all Tax
Returns for SIMPLY WHIM which are filed after the Closing Date.
(d) Cooperation on Tax Matters.
(i)
Buyer, SIMPLY WHIM, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection
with the filing of Tax Returns pursuant to this §7(c) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation
shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. SIMPLY WHIM and Sellers agree (A) to retain all books and records with
respect to Tax matters pertinent to SIMPLY WHIM relating to any taxable period beginning before the Closing Date until the expiration
of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods,
and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written
notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, SIMPLY WHIM or
Sellers, as the case may be, shall allow the other Party to take possession of such books and records.
(ii)
Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental
authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).
(e)
Tax Sharing Agreements. All Tax sharing agreements or similar agreements with respect to or involving SIMPLY WHIM shall
be terminated as of the Closing Date and, after the Closing Date, SIMPLY WHIM shall not be bound thereby or have any liability thereunder.
(f)
Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance
fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of
the transactions contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary
Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Buyer will,
and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.
(a) Nature of Sellers’ Obligations.
(i)
The covenants of each Seller in §2(a) above concerning the sale of his, her, or its SIMPLY WHIM Shares to Buyer and the representations
and warranties of each Seller in §3(a) above concerning the transaction are individual, and not joint and several, obligations. This
means that the particular Seller making the representation, warranty, or covenant shall be solely responsible to the extent provided in
§6(b)(ii) above for any Adverse Consequences Buyer may suffer as a result of any breach thereof.
(ii)
The remainder of the representations, warranties, and covenants in this Agreement are joint and several obligations. This means
that each Seller shall be responsible to the extent provided in §6(b)(i) and (iii) above for the entirety of any Adverse Consequences
Buyer may suffer as a result of any breach thereof.
(b)
Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating
to the subject matter of this Agreement prior to the Closing without the prior written approval of Buyer and Requisite Sellers; provided,
however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading
agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise
the other Parties prior to making the disclosure).
(c)
No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.
(d)
Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the
Parties and supersedes any prior understandings, agreements,
or representations by or among the Parties, written or
oral, to the extent they relate in any way to the subject matter hereof.
(e)
Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and
their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her, or its rights, interests,
or obligations hereunder without the prior written approval of Buyer and Requisite Sellers; provided, however, that Buyer may (i)
assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more of its Affiliates
to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all
of its obligations hereunder).
(f)
Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile), each of which
shall be deemed an original but all of which together shall constitute one and the same instrument.
(g)
Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement.
(h)
Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) one business
day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) one business day after being sent
to the recipient by facsimile transmission or electronic mail, or (iv) four business days after being mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:
| If to any of the Sellers: |
If to Buyer: |
| Attn: Chief Executive Officer |
Attn: Chief Executive
Officer |
| 7901 4th Street North, Suite 300 |
7901 4th Street North, Suite 4000 |
| St. Petersburg, FL |
St. Petersburg, Florida |
| T (844) 999-9446 |
T (800) 351-3021 |
| F (844) 999-9446 |
F (800) 351-3021 |
| email: ________ |
email: ________ |
| |
|
| |
Copy to: |
| |
|
| |
John D. Thomas, P.C. |
| |
11616 South State Street, Suite 1504 |
| |
Draper, Florida 84020 |
| |
T +1 801 816 2536 |
| |
F +1 801 816 2599 |
| |
email: jthomas@acadiagrp.com |
Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.
(i)
Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida
without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Florida.
(j) Amendments and Waivers.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Requisite
Sellers. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver
nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising by virtue of any prior or subsequent such default, misrepresentation, or breach of warranty or
covenant.
(k)
Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
(l)
Expenses. Each of Buyers, Sellers, and SIMPLY WHIM will bear his, her, or its own costs and expenses (including legal fees
and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
(m)
Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The Parties
intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty,
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall
not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.
(n)
Incorporation of Exhibits. The Exhibits identified in this Agreement are incorporated herein by reference and made a part
hereof.
(o)
Specific Performance. Each Party acknowledges and agrees that the other Parties would be damaged irreparably in the event
any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached, so that a Party shall
be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms and provisions
hereof in addition to any other remedy to which such Party may be entitled, at law or in equity. In particular, the Parties acknowledge
that the business of SIMPLY WHIM is unique and recognize and affirm that in the event Sellers breach this Agreement, money damages would
be inadequate and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition to any other rights and
remedies existing in its favor, to enforce its rights and the other Parties’ obligations hereunder not only by action for damages but
also by action for specific performance, injunctive, and/or other equitable relief.
(p)
Submission to Jurisdiction. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Dade
County, Florida, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the
action or proceeding may be heard and determined in any such court.
[end of Stock Purchase Agreement]
* * * * *
IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement on as of the date first above written.
| THE MARQUIE GROUP, INC. |
|
| |
|
| |
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| By: __________________________________________ |
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| Title: Chief Executive Officer |
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| THE SELLING SHAREHOLDERS OF SIMPLY WHIM, INC. |
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25 common shares |
| Jacquie Angell |
NUMBER OF SIMPLY WHIM SHARES SOLD |
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NUMBER OF SIMPLY WHIM SHARES SOLD |
Exhibit 10.5
THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED, SOLD,
OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE UNITED STATES UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN
THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION
IS IN COMPLIANCE THEREWITH.
PROMISSORY NOTE
| Principal Amount: $2,000,000.00 |
September 20, 2022 |
FOR VALUE RECEIVED, THE MARQUIE GROUP,
INC., a Florida corporation (the “Maker”) hereby promises to pay to the order of Jacquie Angell, or her lawful assigns (“Holder”),
in lawful money of the United States of America, the principal sum of TWO MILLION ($2,000,000.00) dollars (the “Principal Amount”),
together with interest thereon as provided below.
1. Payment
Terms. The entire Principal Amount, together with all accrued but unpaid interest, shall be due and payable Three Hundred
Sixty-Five (365) days from the date first set forth above (the “Maturity Date”). Any payments made on this Note will be
applied first to any costs and expenses (including attorneys' fees as provided in paragraph 6 ) incurred by Holder in connection
with the collection of amounts owing pursuant to this Note, then to accrued interest, and then to reduction of principal, or as
otherwise determined at Holder's discretion. The loan proceeds represented by this Note shall be disbursed to Maker, from time to
time, upon approval and at the direction of the Holder.
2. Interest. Interest will accrue at the rate of twelve percent (12%) per annum.
3.
Prepayment. This Note may be prepaid prior to the Maturity Date, provided, however, that such repayment amount shall include
not less than three (3) month’s interest at the rate specified hereunder, regardless of the time of repayment.
4. Default.
Any one of the following occurrences shall constitute an
"Event of Default" under this Note:
4.1.
The failure of Maker to make payment of principal and accrued interest due and payable under this Note in accordance with the terms
of written demand for payment hereunder;
4.2.
The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in any involuntary
case or proceedings under relevant bankruptcy laws, as now constituted or hereafter amended, or any other applicable bankruptcy, insolvency,
reorganization or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs; or
4.3.
The commencement by the Maker of a voluntary case or proceeding under the Federal bankruptcy laws, as now or hereafter constituted,
or any other applicable Federal or state bankruptcy, insolvency, reorganization or other similar law, or any other case or proceeding
to be adjudicated bankrupt or insolvent, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Maker or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors, or the taking of corporation action by the Maker in furtherance of any of the foregoing.
4.4. Upon
the happening of any Event of Default under paragraphs 5.2 or 5.3 above, (i) the entire principal and any unpaid accrued interest
shall become due immediately and payable in full in cash with interest accruing thereon until paid in full, and (ii) A penalty fee
shall apply in the amount of 288% of the original principal amount of the Note; and (iii) The Holder of this Note shall be entitled,
at its option to convert all or any lesser portion of the Principal Amount and accrued but unpaid Interest, and Penalty Fees into
common stock at a conversion price equal to a price which is equal to the lowest trading price in the five (5) days prior to the day
that the Holder requests conversion, provided however, that Maker shall not issue to Holder, shares of common stock to the extent
that such conversion would result in the Holder and its affiliates together beneficially owning more than 4.99% of the then issued
and outstanding shares of the Maker’s common stock; and (iv) Holder shall have and may exercise any and all rights and
remedies available hereunder, at law and in equity.
4.5.
The remedies of Holder, as provided herein, shall be cumulative and concurrent, and may be pursued singularly, successively or
together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. Any act, omission or commission
of Holder, including, specifically, any failure to exercise any right, remedy or recourse, shall be released and be effected only through
a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to
any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse
as to a subsequent event.
5.
Attorneys' Fees. If one or more Events of Default shall occur (or any act which with notice or passage of time or both would
constitute an Event of Default) under this Note, Maker promises to pay all collection costs, including but not limited to all reasonable
attorneys' fees, court costs, and expenses of every kind incurred by Holder in connection with such collection or the protection or enforcement
of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto.
6.
Notices. All payments and any notice required or permitted to be served hereunder shall be in writing and shall be delivered
personally, or by express, overnight or courier service, by regular or certified mail, or by facsimile transmission (with a confirming
copy sent by mail, registered or certified, return receipt requested) addressed as follows, or to such other address as any party hereto
may for itself designate by written notice in accordance herewith:
TO MAKER:
THE MARQUIE GROUP, INC.
7901 4th Street North Suite 4000
St. Petersburg, Florida 33702
TO HOLDER:
Notice shall be deemed properly given on the date received
or postmarked, whichever is earlier.
7.
Waiver. Maker, for itself, its successors, transferees and assigns and all guarantors, endorsers and signers, hereby waives
all valuation and appraisement privileges, presentment and demand for payment, protest, notice of protest and nonpayment, dishonor and
notice of dishonor, bringing of suit, lack of diligence or delays in collection or enforcement of this Note and notice of the intention
to accelerate, the release of any liable party, the release of any security for the debt, the taking of any additional security and any
other indulgence or forbearance, and is and shall be directly and primarily, liable for the amount of all sums owing and to be owed hereon,
and agrees that this Note and any or all payments coming due hereunder may be extended or renewed from time to time by mutual consent
without in any way affecting or diminishing Maker's liability hereunder.
8. Illegality
and Severability. In no event shall the amount paid or agreed to be paid hereunder (including all interest and the aggregate of
any other amounts taken, reserved or charged pursuant to this Note which under applicable law is deemed to constitute interest on
the indebtedness evidenced by this Note) exceed the highest lawful rate permissible under applicable law; and if under any
circumstances whatsoever, fulfillment of any provision of this Note at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by applicable law, then ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from any circumstances Holder should receive as interest an amount which would exceed
the highest lawful rate allowable under law, such amount which would be excessive interest shall be applied to the reduction of the
unpaid principal balance due under this Note and not to the payment of interest, or if such excess interest exceeds the unpaid
balance of principal, the excess shall be refunded to Maker. If any provision of this Note or any payments pursuant to the terms
hereof shall be invalid or unenforceable to any extent, the remaining provisions of this Note and any other payments hereunder shall
not be affected thereby and shall be enforceable to the greatest extent permitted by law.
9.
Governing Law. This Note shall be governed by and construed under the laws of Florida without regard to the conflict of
laws provisions.
IN WITNESS WHEREOF, an authorized
representative of Maker has executed this Note as of the date first above written.
"Maker"
THE MARQUIE GROUP, INC.
By:______________________________________
Mar Angell, Chief Executive Officer
Exhibit 10.6
SECURITIES PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2022, by and between THE MARQUIE GROUP, INC., a Florida
corporation, with headquarters located at 7901 4th ST N, Suite 4000, St. Petersburg, FL 33702-4305 (the “Company”), and QUICK
CAPITAL, LLC, a Wyoming limited liability company, with its address at 66 West Flagler Street, 900-#2292, Miami, FL 33130 (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 Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by
the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;
B.
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions
set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $30,555.00 (as the principal
amount thereof may be increased pursuant to the terms thereof, and 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, in the form attached hereto as Exhibit
A, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the
“Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note;
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;
D.
The Company wishes to issue a common stock purchase warrant to purchase 6,111,000 shares of Common Stock (the “Warrant”)
to the Buyer as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, as
further provided herein.
NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:
1. Purchase and Sale of Note.
a.
Purchase of 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, the Note, as further provided herein. As used in this Agreement, 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.
b.
Form of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $27,500.00 (the “Purchase Price”)
for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company,
in
accordance with the Company’s
written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed Note and Warrant on behalf
of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a non- accountable sum
of $2,500.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions contemplated by this Agreement.
c.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on
the date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.
d.
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).
2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:
a.
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Warrant (the Note, Warrant, shares of Common
Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common Stock
issuable upon exercise of or otherwise pursuant to the Warrant (the “Exercise Shares”) shall collectively be referred to herein
as 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 remains 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 remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its
business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding
the Company or otherwise 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.
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 (i) the sale or resale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the
cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance
and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may
be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities
are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule
144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is
an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold
pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to
the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule
144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such 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 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act
or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin
account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale
or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the
Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.
g.
Legends. The Buyer understands that until such time as the Note, Warrant, Conversion Shares, and/or Exercise Shares, have
been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable
exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities
may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):
“NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/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, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION
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 or book entry statement for the applicable shares of Common
Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), 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, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(m) hereof) 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 Company shall be responsible for the fees of its
transfer agent and all DTC fees associated with any such issuance. 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, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined
in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.
h.
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and 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, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.
3.
Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing
Date that:
a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), 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. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction
in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes
such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
“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 transactions contemplated hereby or by the agreements or instruments
to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated
or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.
b.
Authorization; Enforcement. 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 Warrant, the Note, Conversion Shares, and the Exercise Shares
by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance
of the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon
conversion of the Note and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further
consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement
and the Note (together with any other instruments executed in connection herewith or therewith) have 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, the Note and the other instruments documents executed in connection herewith or therewith 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 their terms.
c. Capitalization; Governing
Documents. As of November 4, 2022, the authorized capital stock of the Company consists of 50,000,000,000 authorized shares of Common
Stock, of which 756,612,000 shares were issued and outstanding, and 20,000,000 authorized shares of preferred stock, of which 200 shares
of Series A Preferred Stock were issued and outstanding. All of such outstanding shares of capital stock of the Company and the Conversion
Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non- assessable. No shares of capital stock of
the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances
imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced
prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to
subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character
whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any
of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any
of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution
or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the
Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable
for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
d.
Issuance of Conversion Shares. The Conversion Shares and Exercise Shares are duly authorized and reserved for issuance and,
upon conversion of the Note and/or exercise of the Warrant in accordance with its 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.
e.
Issuance of Warrant. The issuance of the Warrant is duly authorized and 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.
f.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares
and Exercise Shares to the Common Stock upon the conversion of the Note and/or exercise of the Warrant. The Company further acknowledges
that its obligation to issue, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and/or Exercise Shares,
are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders
of the Company.
g.
No Conflicts. The execution, delivery and performance of this Agreement and 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 and Exercise 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, note, evidence of indebtedness, 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 is 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), or (iv) trigger any anti-dilution and/or
ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both
could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any
action or failed to take any action that would 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 by which any property or assets
of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,
have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be
conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.
Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform
any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note
in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrant, issue Conversion Shares and/or Exercise
Shares as applicable. 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 Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be delisted by
the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing. The “Principal Market” shall mean the principal securities exchange or trading market
where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market
(including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.
h.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended
or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during
the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company
included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary
course of business subsequent to August 31, 2021, and (ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually
or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).
i.
Absence of Certain Changes. Since August 31, 2021, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the Company or any of its Subsidiaries.
j.
Absence of Litigation. 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. The SEC Documents contain 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.
k.
Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use
all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,
service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated
in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,
services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of
any facts or circumstances which might give rise to any of the foregoing.The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of their Intellectual Property.
l.
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any
contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.
m.
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
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)
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 provisions 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. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing
authority.
n.
Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner.
o.
Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement
and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true
and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements
made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial
conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not
been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being
incorporated into an effective registration statement filed by the Company under the 1933 Act).
p.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchaser 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’s 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.
q.
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.
r.
No Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage
commissions, transaction fees or similar payments relating to this Agreement, or the transactions contemplated hereby. The Company acknowledges
and agrees that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s), in their capacities of such position
with respect to the Buyer, solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.
s.
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate
its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there
is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.
Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except
for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect. Since August 31, 2021, neither the Company nor any of its Subsidiaries has received any notification with respect to possible
conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which
conflicts, defaults or violations would not have a Material Adverse Effect.
t. Environmental Matters.
(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the
Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental
liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal,
state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing,
nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances
or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.
(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were
released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the
property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any
of its Subsidiaries’ business.
(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.
u.
Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto,
or such as would not have a Material Adverse Effect. 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 such exceptions as would not have a Material Adverse Effect.
v.
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 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 have a Material Adverse Effect. Upon written request the Company will
provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors
and omissions coverage, and commercial general liability coverage.
w.
Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls
sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
x.
Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company,
used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
y.
Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e.,
its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become
absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not,
after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that
would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s
financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of
business.
z.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.
aa.
No Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934
Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
bb.
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 hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the 1933 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 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event.
cc.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or
indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or 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.
dd.
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a
bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
ee.
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s
knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any
other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or
indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable
law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective
or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company
or any of its Subsidiaries.
ff.
Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this 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 Section 3.4 of the Note.
E. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.
a.
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and
7 of this Agreement.
b.
Reverse Split of Common Stock. The Company will, within 60 days following the Closing Date, have effected a 1 for 1000 reverse
split of its Common Stock.
c.
S1 Registration Statement. The Company will, within 60 days following the Closing Date, have filed and declared effective
an S1 Registration Statement that allows for the resale of all the shares issuable upon conversion of the Note and the exercise of the
Warrant.
d.
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D
and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.
e.
Use of Proceeds. The Company shall use the proceeds for business development, and not for (i) the repayment of any indebtedness
owed to officers, directors or employees of the Company or their affiliates, (iii) any loan to or investment in any other corporation,
partnership, enterprise or other person (except in connection with the Company’s currently existing operations), (iv) any loan,
credit, or advance to any officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable
law, rule or regulation.
f. Right of Participation and First Refusal.
(i)
Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this
Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option
to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its
or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other
instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable
for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”)
or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with
this Section 4(d).
(ii)
The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which
they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or
exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent
Placement (in each case, an “Offer”).
(iii)
To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the
Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer
Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”).
The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions
(including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions
is agreed to in writing between the Company and Buyer.
(iv)
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of
a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to
the terms or conditions cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer
Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new
Offer Notice.
g.
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right
or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision
to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly
agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated
thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default
interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company
may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,
agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the
date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note
and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer
with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such
excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at the Buyer’s election.
h.
Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in
full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which
consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure
of any material assets other than in the ordinary course of business.
i.
Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common
Stock on the Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the
Pink Sheets electronic quotation system) 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 Principal Market and any other exchanges or electronic
quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such
exchanges and quotation systems.
j.
Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, 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 or quotation on the Principal Market, any tier of the NASDAQ Stock Market,
the New York Stock Exchange or the NYSE MKT.
k. 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.
l.
Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in
this Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of
Default under Section 3.3 of the Note.
m. Compliance
with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note, Warrant, Conversion Shares, or any
Exercise Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject
to the reporting requirements of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company shall (i) fail
for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public
information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such
an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information
Failure”) then, as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell
the Securities (which remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or
in equity), the Company shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day
of a Public Information Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the
date such Public Information Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 4(k) are referred
to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i)
the last day of the calendar month during which such Public Information Failure Payments are incurred and (iii) the third business day
after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public
Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 5% per month
(prorated for partial months) until paid in full.
n. Acknowledgement
Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short
sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short
position with respect to the Common Stock.
o.
Disclosure of Transactions and Other Material Information. By 9:00 a.m., New York time, following the date this Agreement
has been fully executed, the Company shall file a Current Report on Form 8-K (if required) describing the terms of the transactions contemplated
by this Agreement in the form required by the 1934 Act and attaching this Agreement, the form of Note (the “8-K Filing”).
From and after the filing of the 8-K Filing with the SEC, the Buyer shall not be in possession of any material, nonpublic information
received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed
in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, affiliates, employees or agents, on the one hand, and the Buyer or any of its affiliates, on the other hand, shall
terminate.
p.
Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost)
for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal
Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates,
successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of
Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale
pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption
are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel
Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the
position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.
q.
Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B
hereto.
r.
Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding
and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares
of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise
benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor than the rights and benefits
established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights
and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.
s.
Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid,
the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or
(ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a
future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.
t. [Intentionally Omitted].
u.
Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will
provide the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material
non- public information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company
to keep such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant
in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information
to the Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade
on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent
that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains
material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other
material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement
or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written
consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information,
it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information
is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.
v.
D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on
behalf of the Company's (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to
any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based
on or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.
2.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates
and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of
the Note and/or exercise of the Warrant, the Conversion Shares and Exercise Shares, in such amounts as specified from time to time by
the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event
that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not
limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the
successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares and/or Exercise Shares under
the 1933 Act or the date on which the Conversion Shares and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately
sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company
warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given
by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair,
and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities
to be issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant
as and when required by the Note and this Agreement; (iii) it will not fail 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 Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or
upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, Warrant, and/or this Agreement and (iv) it will
provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note
and/or exercise of the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth
in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the
Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions
in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the
1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant
to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Securities,
promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations
as specified by the Buyer. 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 transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond
or other security being required.
3.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:
a. The Buyer shall have executed this Agreement and delivered the same to the Company.
b. The Buyer shall have delivered
the Purchase Price in accordance with Section 1(b) above.
c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and
the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.
d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
4.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the
Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:
a. The Company shall have executed this Agreement and delivered the same to the Buyer.
b.
The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance
with Section 1(b) above.
c. The Company shall have delivered to the Buyer the Warrant.
d.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent.
e.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and
as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
f.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
g.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but
not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting
obligations.
h.
Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.
i. The Company
shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries
in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of
a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called
meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated
hereby.
5. Governing Law; Miscellaneous.
a.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in
the state courts located in the State of Miami, Florida, or in the federal courts located in the Southern District of Florida. 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. 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 WITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the
other party its reasonable attorney’s fees and costs. 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, the Note, or any other agreement, certificate,
instrument or document contemplated hereby or thereby 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. 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. A facsimile or .pdf signature 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, not a facsimile or .pdf signature. Delivery of a counterpart
signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.
c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not
be construed against any person as the drafter hereof. 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, the Note, or any other agreement or instrument 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 this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.
e.
Entire Agreement; Amendments. This Agreement, the Note, 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 or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by
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, or (iv)
transmitted by hand delivery, telegram, e-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 e-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 Company, to:
THE MARQUIE GROUP, INC.
7901 4th ST N, Suite 4000
St. Petersburg, FL 33702-4305
Attention: Marc Angell
e-mail: marc@themarquiegroup.com
If to the Buyer:
QUICK CAPITAL, LLC
66 West Flagler Street, 900-#2292,
Miami, FL 33130
e-mail: eilon@quick-cap.com
g. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company
shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer 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 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.
Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any
press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release
or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon).
k.
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.
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.
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities
hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend,
protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or
indirect investors and any of the foregoing persons’ 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 this
Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any
covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument
or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third
party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the
execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document
contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company
pursuant to the transactions contemplated by this Agreement. 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
that is permissible under applicable law.
n.
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, the Note, the Warrant, or any other agreement, certificate, instrument or document
contemplated hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby,
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, the Note, the Warrant, or any
other agreement, certificate, instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions
hereof and thereof, without the necessity of showing economic loss and without any bond or other security being required.
o.
Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the
Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby,
or (ii) the Buyer enforces or exercises its rights hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other
agreement, certificate, instrument or document contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded,
repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation,
any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar
amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver
or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common
law or equitable cause of action).
p.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer 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 of the Buyer existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.
THE MARQUIE GROUP, INC.
| By: | |
|
| | Name: MARC ANGELL |
| | Title: CHIEF EXECUTIVE OFFICER |
QUICK CAPITAL, LLC
| By: | |
|
| | Name: EILON NATAN |
| | Title: MANAGING MEMBER |
SUBSCRIPTION AMOUNT:
Principal Amount of Note: $30,555.00
Actual Amount
of Purchase Price of Note:
$27,500.00
EXHIBIT A
FORM OF
NOTE
[attached hereto]
EXHIBIT B
REGISTRATION
RIGHTS
All of
the Conversion Shares and Exercise Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit
B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase
Agreement to which this Exhibit is attached.
| 1. | Piggy-Back Registration. |
1.1
Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement
under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders
of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed
in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection
with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities
appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before
the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included
in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of
such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall
cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the
sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the
understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the
same date that the Registration Statement is declared effective by the SEC).
1.2
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 1.5 below.
1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which,
the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances
then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable
Securities, such prospectus shall not include an 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 not misleading in light of the circumstances then existing. The holders of Registrable
Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification
until the receipt of such supplement or amendment.
1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may
from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders
shall furnish the Company with such information.
1.5
All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of
the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect
to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable
state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements
of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect
to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of
Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all
other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit
B and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders
of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of
its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.
1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities,
the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity
who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities
with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each
such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law,
from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of
its obligations under this Exhibit B, except to the extent, but only to the extent, that (i) such untrue statements or omissions are
based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein.
The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any
proceeding arising from or in connection with the transactions contemplated by this Exhibit B of which the Company is aware.
1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate
to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by,
the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include
any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such
party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7
were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder
of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related
prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
[End of Exhibit B]
Exhibit
10.7
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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S 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: $30,555.00 |
Issue Date: November 4, 2022 |
| Actual Amount of Purchase Price: $27,500.00 |
|
PROMISSORY NOTE
FOR VALUE
RECEIVED, THE MARQUIE GROUP, INC., a Florida corporation (hereinafter called the “Borrower” or the “Company”)
(Trading Symbol: TMGI), hereby promises to pay to the order of QUICK CAPITAL, LLC, a Wyoming limited liability company, or registered
assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of $30,555.00, which
amount is the $27,500.00 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount
in the amount of $3,055.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest
on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum (with the understanding
that the first twelve months of interest (equal to $3,666.60) shall be guaranteed and earned in full as of the Issue Date) from the date
hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment
or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”),
and is the date upon which the Principal Sum, the OID, as well as any accrued and unpaid interest and other fees, shall be due and payable.
This Note may not be prepaid or repaid in whole or in part
except as otherwise explicitly set forth herein.
Interest
shall commence accruing on the date that the Note is fully funded and shall be computed on the basis of a 365-day year and the
actual number of days elapsed. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the
rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof
until the same is paid (“Default Interest”). Default Interest shall be computed on the basis of a 365-day year and the
actual number of days elapsed. All payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par
value per share, of the Borrower (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.
Each capitalized
term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated
as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). 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. As used herein, the term “Trading Day”
means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement),
provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.
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 on or following the Issue Date, to convert all or any portion of the then
outstanding and unpaid Principal Amount and interest (including any Default Interest) 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 notwithstanding anything to the contrary contained
herein, the a Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent
that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together
with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group
together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of
Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in
the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is
solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or
Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective
calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity
or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The
number of Conversion Shares 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 Rate to the Conversion Date, 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).
1.2 Conversion Price.
(a) Calculation
of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest)
under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to
the lower of $0.005 or 50% of the lowest trading price for the 10 Trading Days immediately prior to the date of a
delivery of a Notice of Conversion. 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 at the sole discretion of the Holder, the Conversion Price hereunder may equal such par
value for such conversion and the Conversion Amount for such conversion may 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 adjusted by the Holder to the par value price. The Conversion Price is subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the
securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and
similar events. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover
Holder’s fees associated with each Notice of Conversion.
1.3
Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, 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 a number of Conversion Shares equal to the greater of: (a) 9,166,500 shares of Common Stock or (b) the sum of (i) the
number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the
time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note) multiplied by
(ii) one and a half (1.5) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will
be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed its transfer
agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by Section
1.4(f) hereof, 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 or cause the Company to electronically issue shares of Common Stock to execute and issue
the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof
in accordance with the terms and conditions of this Note.
If, at any time the Borrower does
not maintain the Reserved Amount it will be considered an Event of Default (as defined in this Note) under this Note.
1.4 Method of Conversion.
(a)
Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any calendar day, at any time
on or following the Issue Date, by 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). Any
Notice of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next
Trading Day.
(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 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 or Borrower’s transfer agent 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 Conversion Shares (or cause the electronic delivery of the Conversion Shares as
contemplated by Section 1.4(f) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in
the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note,
surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the
Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion
Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such
number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion
Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on
each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number
of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing
sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued
such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company,
may void its Notice of Conversion with respect to, and retain or have returned, as the case may be, any portion of this Note that
has not been converted pursuant to such Notice of Conversion; provided that the voiding of an Notice of Conversion shall not affect
the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the
foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such
Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of
Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s
obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such
exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the
Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if
any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to
deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such
Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the
closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or
to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.
(e)
Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower
or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such
conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under 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 the Conversion Shares (or cause the electronic
delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) 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 sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time,
on such date.
(f)
Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion
Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, 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 best efforts to cause its transfer agent to electronically
transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with
DTC through its Deposit Withdrawal Agent Commission system.
1.5
Concerning the Shares. The Conversion Shares 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 1933 Act or (ii) the Borrower or its transfer agent
shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement))
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, Rule 144A, Regulation S, 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 Conversion Shares have
been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, 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
the Conversion Shares 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S 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 Company shall issue to the Holder a certificate for the applicable Conversion Shares without
such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by
crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such
Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold
pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as
of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated
by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares
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 Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees
to sell all Conversion Shares, 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 Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,
Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S,
or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this 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, 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 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 (defined in Section 3.19) 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 this Note, 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 effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least 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 all or any portion of this Note is 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) Dilutive
Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or
has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to
reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option
to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any
person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any
convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share
that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so
issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be
entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made
whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues
a convertible promissory note (including but not limited to a Variable Rate Transaction), and the holder of such convertible
promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion
Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the
Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited
to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity
regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price.
Notwithstanding the foregoing, no adjustment will be made under this Section 1.6(e) in respect of an Exempt Issuance. In the event
of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be
calculated as if all such securities were issued at the initial closing.
An “Exempt
Issuance” shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant
to any stock or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the
Company’s Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose
in a manner which is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation,
acquisition or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such
issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment
loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved
by a majority of the disinterested directors of the Company; or (d) securities issued with respect to which the Holder waives its rights
in writing under this Section 1.6(e).
(f) Notice
of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events
described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of
each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish
to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) 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, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the
documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In
addition, the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like
certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) 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, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation
(including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of
doubt, each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall
occur without any action by the Holder and regardless of whether the Borrower complied with the notification provisions in Section
1.6 of this Note.
1.7 [Intentionally Omitted].
1.8
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby
(other than the Conversion 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 ofCommon 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 for the Borrower’s failure to convert this Note.
1.9 Prepayment.
At any time prior to the date that an Event of Default occurs under this Note (the “Prepayment Period”), the Borrower
shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the
outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment
hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and
shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three
(3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have
the right, at all times prior to the actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead
convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the
Borrower in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts
designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises
its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash
equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the
Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees. If the
Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as
provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this
Section 1.9.
1.10
Repayment from Proceeds. If, at any time prior to the full repayment or full conversion of all amounts owed under this Note,
the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments
from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant
to an equity line of credit of the Borrower or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s
receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its
sole discretion to require the Borrower to immediately apply up to 30% of such proceeds to repay all or any portion of the outstanding
Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision
shall constitute an Event of Default.
ARTICLE II. RANKING AND CERTAIN
COVENANTS
2.1 Ranking and Security. This Note
shall have priority over all unsecured indebtedness of the Borrower.
2.2 Other Indebtedness. So long as
the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or
affiliate) incur or suffer to exist or guarantee any unsecured indebtedness that is senior to or pari passu with (in priority of
payment and performance) the Borrower’s obligations hereunder.
2.3
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.
2.4 Restriction on Stock Repurchases and
Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the
Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other
securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any
warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness of
Borrower.
2.5
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 by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
2.6
Advances and Loans; Affiliate Transactions. 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, make advances to or enter into any transaction with 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 Issue Date and which the Borrower has informed
Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course
of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall
have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined
in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.
2.7
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)(10) of the Securities Act (a “3(a)(10) 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)(10) Transaction
while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than
$27,500, will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added
to the balance of this Note (under Holder's and Borrower's expectation that this amount will tack back to the Issue Date).
2.8 Preservation
of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,
without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any
material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any
merchant cash advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, 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.
2.9
Non circumvention. The Company hereby covenants and agrees that the Company 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.
2.10
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note.
ARTICLE III. EVENTS OF DEFAULT
It shall be considered an event
of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:
3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due
on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.
3.2
Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares 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 the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower 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 the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or 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 Conversion Shares 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 two (2)
Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its
transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note,
if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the
option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced
funds shall be added to the principal balance of the Note.
3.3
Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained
in the Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, Warrant (as defined in the Purchase Agreement) (the “Warrant”),
or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.
3.4
Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement,
this Note, Irrevocable Transfer Agent Instructions, Warrant, or in any agreement, statement or certificate given in writing pursuant hereto
or in connection herewith or therewith 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.
3.5
Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
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.
3.6
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 $100,000, 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.
3.7
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.
3.8
Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting
requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.
3.9 Liquidation. Any dissolution, liquidation,
or winding up of Borrower or any substantial portiono f its business.
3.10
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.
3.11
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).
3.12
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.
3.13
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.
3.14
Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any
notes, loans, agreements or other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits
to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.
3.15
Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.
3.16
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.
3.17
Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar 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/or (ii)
thereupon deposit such shares into the Holder’s brokerage account.
3.18
Delisting, Suspension, or Quotation 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 a Principal
Market.
3.19 Rights
and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note
shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations
hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through
the date of full repayment multiplied by 125% (collectively the “Default Amount”), as well as all costs, including,
without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are
expressly waived by the Borrower. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in
cash. For purposes of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other
provisions of this Note. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity. Upon
the occurrence of any Event of Default, and in addition to any other right or remedy of the Holder hereunder, under the related
transaction documents, or otherwise at law or in equity, the Borrower hereby irrevocably authorizes and empowers Holder or its legal
counsel, each as the Borrower’s attorney-in-fact, to appear ex parte and with notice to the Borrower to confess judgment
against the Borrower for the unpaid amount of this Note. The judgment shall set forth the amount then due hereunder, plus
attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the right to
contest Holder’s rights under this section, including without limitation the right to any stay of execution and the benefit of
all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be
deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such
power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts owing on this
Note have been paid in full.
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 of the Holder 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, e-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 e-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:
THE MARQUIE GROUP, INC.
7901 4th ST N, Suite 4000
St. Petersburg, FL 33702-4305 Attention: Marc Angell
e-mail: marc@themarquiegroup.com
If to the Holder:
QUICK CAPITAL, LLC
66 West Flagler Street, 900-#2292
Miami, FL 33130
Attn: Eilon D. Natan, Manager
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 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. The Borrower shall not assign this Note or any rights or obligations hereunder without the
prior written consent of the Holder. 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 costs of collection,
including reasonable attorneys’ fees.
4.6 Governing
Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of
Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Note shall be brought only in the state courts of Miami, Florida, or in the federal courts located
in the Southern District of Florida. 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, 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 TRANSACTIONS CONTEMPLATED HEREBY.
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 Note or any other agreement, certificate, instrument or document contemplated hereby or thereby
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 Note 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. The prevailing party in any action or dispute brought in connection with this the Note or any other
agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its
reasonable attorney’s fees and costs.
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. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the
documents entered into in connection herewith and therewith.
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 change in control 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.
4.10
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.
4.11
Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part
of, or affect the interpretation of, this Note.
4.12
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right
or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that
the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall not
exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable
law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if
the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any
official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum
Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under
any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness
evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be
refunded to the Company, the manner of handling such excess to be at the Holder’s election.
4.13
Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule
of law (including any judicial ruling), 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 this Note.
4.14 Terms
of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any
security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably
believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder
reasonably believes was not similarly provided to the Holder in this Note, then (i) the Borrower shall notify the Holder 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 Holder’s option, shall become a part of the transaction documents with the Holder (regardless
of whether the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment
rate, interest rates, and original issue discounts.
4.15 Dispute
Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount
or Default Amount, Issue, 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 one (1) Trading Day 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 one (1) Trading Day 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 one (1) Trading Day,
submit (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, 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 one (1) Trading Day 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.
4.16 Right
of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from
any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder to provide
such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should the Holder be
unwilling or unable to provide such capital or financing to the Borrower within five (5) Trading Days from Holder’s receipt of
written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or
financing from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which
transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital or
financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again
offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The
Offer Notice must be sent via electronic mail to marc@themarquiegroup.com.
[signature page follows]
IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name by its duly authorized officer on November 4, 2022.
THE MARQUIE GROUP, INC.
| By: | ________________________ |
| | | Name: Marc Angell |
| | | Title: Chief Executive Officer |
| | | |
EXHIBIT A -- NOTICE OF CONVERSION
The undersigned
hereby elects to convert $ principal amount of the Note (defined below) 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 THE MARQUIE GROUP, INC., a Florida corporation
(the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of November 4, 2022 (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 Agent Commission 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:
Date of Conversion:
Applicable Conversion Price:$ Number of Shares
of Common Stock to be
Issued Pursuant to Conversion of the Note: __________________________
Amount of Principal Balance Due remaining
Under the
Note after this conversion: __________________________
By:
Name:
Title:
Date:
Exhibit 10.8
NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT
THE MARQUIE GROUP, INC.
Warrant Shares: 6,111,000
Date of Issuance: November 4, 2022 (“Issuance
Date”)
This COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory
note in the principal amount of $30,555.00 to the Holder (as defined below) of even date) (the “Note”), Quick Capital, LLC,
a Wyoming limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon
the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance
hereof, to purchase from THE MARQUIE GROUP, INC., a Florida corporation (the “Company”), 6,111,000 shares of Common
Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions
of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection
with that certain securities purchase agreement dated November 4, 2022, by and among the Company and the Holder (the “Purchase
Agreement”).
Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.005, subject to adjustment as
provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing
on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.
(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading
Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company
or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by
wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided),
the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic
format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the
date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and
at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised.
If the Company
fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and
remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the Note, a material
breach under this Warrant, and a material breach under the Purchase Agreement.
If the Market
Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to
a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any
portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to
Holder a number of Common Stock computed using the following formula:
X = Y (A-B)
A
| Where | X = | the number of Shares to be issued to Holder. |
| | | |
| Y = | the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such
calculation). |
| | | |
| | A = | the Market
Price (at the date of such calculation). |
| | | |
| | B = | Exercise Price
(as adjusted to the date of such calculation). |
(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c)
Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect
any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or
otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise,
the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together
with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except
as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the
Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or
oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant.
(d)
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance
with the provisions of this Warrant (including but not limited to Section 1(a) above pursuant to an exercise on or before the respective
Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or
otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall
(A) pay in cash to the Holder, within one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times
(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such
exercise shall be deemed rescinded) or deliver to the Holder within one (1) business day of Holder’s request the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For
example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.
2.
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a)
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case:
(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall
be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled
to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock
is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant
Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number
of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised
this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause
(i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).
(b)
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while
this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling
any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price
at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price,
the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock
or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable
floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)),
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price
per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such
issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether
the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance
or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder
and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company
after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the
avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock
at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than
the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein
the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this
Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive
the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.
(c)
Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination
becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment
shall be made successively whenever any event covered by this Section 2(c) shall occur.
3.
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company
with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property
and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of
shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation
on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction
shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such
warrant into Alternate Consideration.
4.
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
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 Warrant, and
will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock
upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from
preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to
provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).
5.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself,
shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
6. REISSUANCE.
(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.
7.
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of
the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed
written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall
be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable
rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in
whole or in part, without the need to obtain the Company’s consent thereto.
8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such
adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders
of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.
9.
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the Company and the Holder.
10.
GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts located in the State of Miami, Florida, or in the federal courts located in
the Southern District of Florida. The parties to this Warrant 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.
EACH PARTY 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 UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY. 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 Warrant 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 Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the
Purchase 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.
11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.
12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) [Intentionally Omitted].
(b)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security
on the Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such
security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported
by Quotestream or other similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such
security by Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of
any market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If
the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.
(c)
“Common Stock” means the Company’s common stock, par value $0.0001, and any other class of securities
into which such securities may hereafter be reclassified or changed.
(d)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(e) [Intentionally Omitted].
(f)
“Person” and “Persons” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department
or agency thereof.
(g)
“Principal Market” means the principal securities exchange or trading market where such Common Stock is listed
or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market),
or the NYSE American, or any successor to such markets.
(h)
“Market Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days
prior to the date of the respective Exercise Notice.
(i)
“Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided,
however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.
* * * * * * *
IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed as of the Issuance Date set forth above.
THE MARQUIE GROUP, INC.
Name: Marc Angell
Title: Chief Executive Officer
EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered
holder to exercise this Common Stock Purchase Warrant)
THE
UNDERSIGNED holder hereby exercises the right to purchase ____________________ of the shares of Common Stock (“Warrant
Shares”) of THE MARQUIE GROUP, INC., a Florida corporation (the “Company”), evidenced by the attached copy of the
Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.
| 1. | Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check
one): |
| ☐ | a
cash exercise with respect to ______________ Warrant Shares; or |
| ☐ | by cashless exercise pursuant to the Warrant. |
| 2. | Payment of Exercise Price. If cash exercise is selected above, the
holder shall pay the applicable Aggregate Exercise Price in the sum of $__________ to the Company in accordance with the terms of
the Warrant. |
| | |
| 3. | Delivery of Warrant Shares. The Company
shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant. |
Date: ____________________________________
| |
|
| |
(Print Name of Registered Holder) |
| |
|
| |
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized
transfer of the Warrant)
FOR
VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto __________ the right to purchase __________ shares of common stock of THE MARQUIE GROUP, INC., to which the within
Common Stock Purchase Warrant relates and appoints __________, as attorney-in-fact, to transfer said right on the books of THE MARQUIE
GROUP, INC. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed
to be bound in all respects by the terms and conditions of the within Warrant.
| Dated: ____________________ |
|
| |
(Signature) * |
| |
|
| |
|
| |
(Name) |
| |
|
| |
|
| |
(Address) |
| |
|
| |
|
| |
(Social Security or Tax Identification No.) |
* The signature on this Assignment
of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.
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Marquie (PK) (USOTC:TMGI)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Marquie (PK) (USOTC:TMGI)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
