Form 8-K

8-K — iQSTEL Inc

Accession: 0001663577-26-000128

Filed: 2026-05-01

Period: 2026-04-30

CIK: 0001527702

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — iqst8k043026.htm (Primary)

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. AND M2B FUNDING CORP. (ex10_1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. AND M2B FUNDING CORP. (ex10_2.htm)

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iQSTEL Inc. - Form 8-K - May 1, 2026

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2026-04-30

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 30,

2026

iQSTEL Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-55984

45-2808620

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Aragon Avenue, Suite 375

Coral Gables, FL 33134

33134

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 951-8191

________________________________________________

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

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

[ ]

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

[ ]

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

[ ]

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock

IQST

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement.

On April 30, 2026, IQSTEL, Inc. (the “Company”)

entered into (i) an Equity Purchase Agreement (the “Purchase Agreement”) and (ii) a Registration Rights Agreement (the “Registration

Rights Agreement”) with M2B Funding Corp. (the “Investor”).

Pursuant to the Purchase Agreement, the Company may,

from time to time during the Commitment Period, require the Investor to purchase up to $50,000,000 of the Company’s common stock,

par value $0.0001 per share (“Common Stock”), at a per-share price equal to 94% of the lowest daily volume-weighted average

price during the six Trading Days following delivery of a Put Notice, subject to volume-based caps, a daily maximum of $500,000, and an

Exchange Cap of 19.99% of shares outstanding on the Execution Date (unless stockholder approval is obtained). The Investor is subject

to a Beneficial Ownership Limitation (initially 4.99%, increasable to 9.99%).

The Commitment Period begins on the date the Registration

Statement (as defined below) is declared effective by the SEC (the “Effective Date”) and ends on the earlier of: (i) the date

the Investor has purchased the full $50,000,000, (ii) the date that is sixty (60) months after the Effective Date, (iii) written termination

notice by the Company (subject to the terms of the Purchase Agreement), or (iv) termination by the Investor as provided in the Purchase

Agreement.

As consideration for the commitment, the Company will

issue Commitment Shares valued at $1,000,000 (half on the Execution Date; half on the 12-month anniversary or earlier termination), subject

to a 20% daily volume leak-out restriction.

The Registration Rights Agreement requires the Company

to file a resale S-1 registration statement covering all Registrable Securities within 90 days and to use best efforts to have it declared

effective within 180 days, with customary liquidated damages (0.25% per month, capped at 12% of the Maximum Commitment Amount) for delays.

The Investor has customary review and comment rights on the registration statement and related prospectuses.

The agreements contain customary representations,

warranties, covenants, conditions, and indemnification provisions. The Purchase Agreement may be terminated by the Company upon 30 days’

notice (subject to a termination fee) or upon certain other events. Proceeds will be used for general corporate purposes. There is no

material relationship between the Company and the Investor other than as contemplated by the agreements.

The foregoing descriptions are qualified in their

entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and

10.2 hereto and incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities

On April 30, 2026, the Company issued the Initial Commitment Shares to the Investor pursuant to the Purchase Agreement. The shares were

issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation

D. The Investor represented that it is an accredited investor.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit No.

Description

10.1

Equity Purchase Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.

10.2

Registration Rights Agreement, dated April 30, 2026, by and between IQSTEL Inc. and M2B Funding Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange

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

iQSTEL Inc.

/s/ Leandro Iglesias

Leandro Iglesias

Chief Executive Officer

Date: May 1, 2026

EX-10.1 — EQUITY PURCHASE AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. AND M2B FUNDING CORP.

EX-10.1

Filename: ex10_1.htm · Sequence: 2

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE

AGREEMENT (this “Agreement”) is entered into as of April 30, 2026 (the “Execution Date”), by and

between IQSTEL Inc., a corporation incorporated in the State of Nevada (the “Company”), and M2B Funding Corp, a Florida

company (the “Investor”).

RECITALS

WHEREAS, the

parties desire that, upon the terms and subject to the conditions contained herein, the Company may issue and sell to the Investor, from

time to time as provided herein, and the Investor may purchase from the Company up to Fifty Million Dollars ($50,000,000.00) of the Company’s

Common Stock (as defined below);

NOW, THEREFORE,

in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section

1.1 RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated

in and made a part of this Agreement.

Section

1.2 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated

(such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall have

the meaning specified in the preamble hereof.

“Available

Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each

successful Closing, each time the Investor purchases Put Shares.

“Average

Daily Trading Volume” shall mean the average trading volume of the Common Stock on the applicable Trading Days.

“Bankruptcy Law” means

Title 11, U.S. Code, or any similar federal or state law for the relief of

debtors.

“Beneficial Ownership Limitation”

shall have the meaning specified in Section 7.2(g).

“Cancellable Commitment Share

Amount” shall have the meaning specified in Section 6.4.

“Claim Notice” shall

have the meaning specified in Section 9.3(a).

“Clearing Costs” shall

mean, in respect of any Put Notice, 7% of the applicable Purchase Price.

“Clearing

Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.

“Closing”

shall mean one of the closings of a purchase and sale of Common Stock pursuant to Section 2.3.

“Closing

Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of Exhibit B hereto.

mean the date of any Closing hereunder.

“Commitment

Period” shall mean the period commencing on the Effective Date, and ending on the earlier of (i) the date on which the Investor

shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) the date that is sixty (60) months

from the date the Registration Statement is declared effective, (iii) written notice of termination by the Company to the Investor

(which shall not occur at any time that the Investor holds any of the Put Shares), or (iv) written notice of termination by the Investor

to the Company pursuant to Section 6.1 or Section 6.4.

“Commitment

Shares” means Common Stock issued by the Company to the Investor pursuant to Section 6.4.

“Common Stock” means

the common stock of the Company, having a par value per share of

$0.0001, and any shares of any

other class of common stock of the Company whether now or hereafter authorized, having the right to participate in the distribution of

dividends (as and when declared) and assets (upon liquidation of the Company).

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company” shall have

the meaning specified in the preamble to this Agreement.

“Company Termination Notice”

shall have the meaning specified in Section 10.6.

“Condition Satisfaction Date”

shall have the meaning specified in the form of Exhibit B hereto.

“Confidential

Information” means any information disclosed by either party to this Agreement, or their affiliates, agents, or representatives,

to the other party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including,

without limitation, documents, formulae, business information, trade secrets, technology, strategies, prototypes, samples, plant, and

equipment), which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. Information

communicated orally shall be considered Confidential Information. Confidential Information may also include information disclosed by third

parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available

in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available

after disclosure by the disclosing party to the receiving party through no fault, action or inaction of the receiving party; (iii) is

already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s

files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach

of such third-party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference

to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s

possession; or (vi) is required by law to be disclosed by the receiving party; provided that the receiving party gives the disclosing

party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information

from public disclosure.

“Cover Price” shall

have the meaning specified in Section 2.3(b).

“Current Report” shall

have the meaning set forth in Section 6.3.

“Custodian”

means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Daily Draw Cap” means

Five Hundred Thousand Dollars ($500,000).

“Damages”

shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Dispute Period” shall

have the meaning specified in Section 9.3(a).

“Disqualification Event”

shall have the meaning specified in Section 4.27.

“DTC”

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST Program” shall

mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC” shall mean Deposit

and Withdrawal at Custodian service, as defined by the DTC.

“DWAC

Eligible” shall mean that, (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements,

including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved by the DTC’s underwriting

department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment

Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy

prohibiting or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC; provided that the Investor acknowledges

and agrees that the Transfer Agent does not have such policy as of the date hereof.

“DWAC

Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale, and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Effective Date” means the

date on which the Registration Statement is declared effective by the

SEC.

“Eligible

Market” means the Principal Market or any nationally recognized exchange upon which the Common Stock is listed.

“Excess Purchase Amount”

shall have the meaning specified in the form of Exhibit A hereto.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange

Cap” means 19.99% of the number of shares of Common Stock outstanding on the Execution Date.

“Execution Date” shall

have the meaning set forth in the preamble to this Agreement.

“FINRA” shall mean

the Financial Industry Regulatory Authority, Inc.

“Indemnified Party”

shall have the meaning specified in Section 9.2.

“Indemnifying Party”

shall have the meaning specified in Section 9.2.

“Indemnity Notice” shall

have the meaning specified in Section 9.3(b).

“Initial Commitment Share Amount”

shall have the meaning specified in Section 6.4.

“Intellectual

Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service

names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets

or other intellectual property rights.

“Investment

Amount” shall mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Purchase

Price minus the Clearing Costs.

“Investor” shall have

the meaning specified in the preamble to this Agreement.

“Issuer Covered Person”

shall have the meaning specified in Section 4.27.

“JAMS” shall have the

meaning specified in Section 10.2.

“Lien”

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

“Material

Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and/or

the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation

that would prohibit or otherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform

its obligations under any Transaction Document and which shall be deemed to include any investigation of the Company, its directors or

its officers by the SEC.

“Maximum Commitment Amount”

shall mean Fifty Million Dollars ($50,000,000.00).

“Maximum

Put Amount” shall mean the lesser of (i) seventy-five percent (75%) of the Average Daily Trading Volume over the five (5) Trading

Days preceding the applicable Put Date, (ii) twenty-five percent (25%) of the Average Daily Trading Volume on the applicable Put Date,

and (iii) number of shares equal to the quotient (rounded up or down to the nearest whole number) obtained by dividing (x) 500,000 by

(y) the last closing price on the applicable Put Date (in each case to be appropriately adjusted for any reorganization, recapitalization,

non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period).

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Principal Market” shall

mean The Nasdaq Global Market.

“Purchase

Price” shall mean ninety-four percent (94%) of the lowest daily VWAP of the Common Stock on the Principal Market during the

six (6) Trading Days following the applicable Put Date.

“Put”

shall mean the right of the Company to require the Investor to purchase Common Stock at the Purchase Price, subject to the terms and conditions

of this Agreement.

“Put

Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).

“Put

Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and setting

forth the amount of Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.

“Put Notice Delivery Window”

shall have the meaning specified in Section 2.2(b).

“Put

Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put

Notice in accordance with the terms and conditions of this Agreement.

“Reference VWAP Price”

shall have the meaning specified in Section 6.4.

“Registration Rights Agreement”

means that agreement in the form attached hereto as Exhibit D.

“Registration Statement”

shall have the meaning specified in Section 6.3.

“Regulation D” shall

mean Regulation D promulgated under the Securities Act.

“Rule 144”

shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.

“Rules” shall have the

meaning specified in Section 10.2.

“SEC” shall mean the

United States Securities and Exchange Commission.

“SEC Documents” shall

have the meaning specified in Section 4.5.

“Securities” means,

collectively, the Put Shares and the Commitment Shares.

“Securities Act” shall

mean the Securities Act of 1933, as amended.

“Share Delivery Deadline”

shall have the meaning specified in Section 2.3(a).

“Short

Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all

short positions effected through any direct or indirect share pledges (other than pledges in the ordinary course of business as part of

prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements and any hedging transaction

that establishes a net short position with respect to the Common Stock.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Third-Party Claim”

shall have the meaning specified in Section 9.3(a).

“Trading

Day” means any full trading day (beginning at 9:30:01 a.m., New York City time, and ending at 4:00 p.m., New York City time)

on the Principal Market or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market.

“Transaction

Documents” shall mean this Agreement, the Registration Rights Agreement, the Transfer Agent Instruction Letter, and all schedules

and exhibits hereto and thereto.

“Transfer

Agent” shall mean Equiniti Trust Company, LLC, the current transfer agent of the Company, and any successor transfer agent of

the Company.

“Transfer

Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent

to issue the Put Shares and the Commitment Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.

“Valuation

Period” shall mean the period of six (6) consecutive Trading Days immediately following the applicable Put Date, during which

the Purchase Price of the Common Stock is set.

“VWAP”

means, for the Common Stock as of any Trading Day, the dollar volume-weighted average price for the Common Stock on the Principal Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) during the period beginning at 9:30:01 a.m., New

York City time, or such other time publicly announced by the Principal Market (or by such Eligible Market, as applicable) as the official

open (or commencement) of trading on the Principal Market (or on such Eligible Market, as applicable) on such Trading Day, and ending

at 4:00 p.m., New York City time, or such other time publicly announced by the Principal Market (or by such Eligible Market, as applicable)

as the official close of trading on the Principal Market (or on such Eligible Market, as applicable) on such Trading Day, as reported

by Bloomberg through its “AQR” function or, if no dollar volume-weighted average price is reported for the Common Stock by

Bloomberg through its “AQR” function for such hours, the average of the highest closing bid price and the lowest closing ask

price of any of the market makers for such security on such Trading Day as reported by OTC Markets Group Inc. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization, or other similar transaction

during such period.

ARTICLE II

PURCHASE AND SALE OF SHARES OF COMMON

STOCK

Section

2.1 PUTS. Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article

VII), the Company shall have the right, but not the obligation, to direct the Investor, to process a Put by its delivery to the

Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares; provided that, notwithstanding any

other terms of this Agreement, in each instance, (i) the Put Shares are not more than the Maximum Put Amount for any Put; (ii)

the aggregate Investment Amount of all Puts shall not exceed the Maximum Commitment Amount; (iii)

at least one (1) Trading Day has elapsed since the most recent Closing Date of Put; (iv) all Common Stock resulting from prior

submitted Put Notices for Puts has been delivered; (v) the Investment Amount of any single Put shall not exceed the Daily Draw

Cap; provided, however, that the Company and the Investor may agree on a case-by-case basis to increase such amount (vi) the

issuance of such Put Shares would not cause the aggregate number of shares of Common Stock issued under this Agreement to exceed the

Exchange Cap; and (vii) the issuance of such Put Shares would not otherwise violate any applicable Nasdaq listing rules (including,

without limitation, Nasdaq Listing Rule 5635(d)) unless the Company has obtained the required stockholder approval.

Notwithstanding the foregoing, the Company and the Investor may agree in respect of any Put that the amount of Put Shares in respect

of such Put may exceed the applicable Maximum Put Amount; provided, however, that no such agreement shall permit the issuance of

shares that would exceed the Exchange Cap or violate Nasdaq rules.

Section 2.2 MECHANICS.

(a)

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,

the Company may cause a Put by delivering a Put Notice to the Investor via e-mail, subject to satisfaction of the conditions set forth

in Section 2.1, Section 7.2 and otherwise provided in this Agreement. The Company shall deliver, or cause to be delivered,

the Put Shares as DWAC Shares to the Investor as required pursuant to Section 2.3(a).

(b)

DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on a Trading Day if it is received by e-mail

by the Investor if such notice is received on or after 4:00 p.m., New York City time, and prior to 6:30 p.m., New York City time, on such

Trading Day (“Put Notice Delivery

Window”) and shall be

confirmed by Investor by 8:00 p.m., New York City time. If a Put Notice is not confirmed by the Investor to the Company no later than

8:00 p.m., New York City time, on the Trading Day it was received; provided that if such Put Notice received outside of the Put Notice

Delivery Window is not confirmed as accepted by 8:00 p.m., New York City time, on such Trading Day, the Put Notice will be deemed withdrawn.

Section 2.3 CLOSINGS.

(a) TIMING.

The Clearing Date of a Put shall occur on the Trading Day following the delivery of the applicable Put Notice in accordance with Section

2.2(b), whereby the Company shall use its best efforts to deliver, or cause to be delivered, the Put Shares as DWAC Shares to

the Investor on such Trading Day by 9:30 a.m., New York City time, and shall deliver or cause to be delivered such Put Shares no

later than 10:30 a.m., New York City time (the “Share Delivery Deadline”); provided that the Investor shall have

validly posted a DWAC receive to accept the shares into the brokerage account for a minimum period commencing at 8:30 a.m. to 10:30

a.m., New York City time, on such Trading Day. The Closing of a Put shall occur one (1) Trading Day following the end of the

Valuation Period. In addition, on or prior to any such Closing or on the date of the delivery of the applicable Put Notice, as

required pursuant to Sections 7.1 and 7.2, each of the Company and the Investor shall deliver to each other all

documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in

order to implement and effect the transactions contemplated herein. In addition to any other rights available to the Investor,

unless the Investor shall not have validly posted such a DWAC receive, if the Company fails to cause the Transfer Agent to transmit

to the Investor Put Shares pursuant to a Put Notice before the applicable Share Delivery Deadline, the Investor may elect to deem

such Put Notice rescinded. Payment of the Investment Amount related to any Put Notice shall be made by the Investor by wire transfer

of immediately available funds to an account designated by the Company not later than one (1) Trading Day following the end of the

applicable Valuation Period, as may be adjusted for any credit of a Cover Price available to the Investor in accordance with Section

2.3(b).

(b)

COMPENSATION FOR FAILURE TO TIMELY DELIVER PUT SHARES. In addition

to any other rights available to

the Investor, if the Company fails to cause the Transfer Agent to transmit to the Investor Put Shares pursuant to a Put Notice before

the applicable Share Delivery Deadline in accordance with Section 2.3(a) or Section 2.4, and, if on or after such Share Delivery Deadline,

the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the

Investor of such Put Shares that the Investor anticipated receiving from the Company in respect of

such Put Notice, then the Company shall, within two (2) Trading Days after the Investor’s request, either (i) pay cash to

the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Common

Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Put Shares shall

terminate, (ii) promptly honor its obligation to deliver to the Investor such Put Shares as DWAC Shares and pay cash to the Investor in

an amount equal to the excess (if any) of the Cover Price over the total Investment Amount paid by the Investor in connection with such

Put Notice, or (iii) be deemed to have accepted notice that such Cover Price shall be credited as the Investment Amount to be paid in

respect of one or more subsequent Put Notices, in the discretion of the Investor. The Investor shall provide the Company with written

notice indicating the amounts payable to the Investor in respect of the Cover Price and evidence of the amount of such loss. Nothing herein

shall limit the Investor’s right to pursue a decree of specific performance and/or injunctive relief with respect to the Company’s

failure to timely deliver shares of Common Stock in connection with a Put Notice.

(c)

RETURN OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum

Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put, and the Purchase

Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares at the time of payment

of the Investment Amount.

(d)

RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that, during a Valuation Period, the Investor

may contract for, or otherwise effect, the resale of the subject purchased Put Shares to third parties so long as such resale complies

with applicable securities laws.

Section

2.4 OPTIONAL ADDITIONAL PUT SHARES. Following the Put Date in respect of any Put, at any time during the Valuation Period

relating to such Put, the Company and Investor may agree to increase the amount of Put Shares relating to such Put. Such mutual agreement

may be made after the relevant Put Notice is delivered and before the expiration of the Valuation Period. Following any such agreement

the Company agrees that it shall deliver, or cause to be delivered any such additional Put Shares as DWAC Shares to the Investor on the

Trading Day following the date the Company and Investor shall have agreed to such increase by 9:30 a.m., New York City time but in no

event later than 10:30 a.m. New York City time; provided that the Investor shall have validly posted a DWAC receive to accept the shares

into the brokerage account for a minimum period commencing at 8:30 a.m. to 10:30 a.m., New York City time, on such Trading Day. A failure

to deliver such additional Put Shares by such time shall entitle the Investor to the rights set forth in Section 2.3(b) in respect

of such failure.

ARTICLE

III REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to

the Company that:

Section

3.1 INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement

(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any

applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at

any time in accordance and in compliance with federal and state securities laws applicable to such disposition.

Section

3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement

and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Except with respect to

the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors

and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice

with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section

3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor

has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.

The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.

Section

3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of

this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have

been duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document

to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,

will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or

by other equitable principles of general application.

Section

3.5 NOT AN AFFILIATE. The Investor is not an officer or director or an “affiliate” (as such term is defined

in Rule 405 of the Securities Act) of the Company.

Section

3.6 ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws

of the jurisdiction of its formation with full right, limited liability company power and authority to enter into and to consummate the

transactions contemplated by this Agreement and the other Transaction Documents.

Section

3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the

consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not

(a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any

provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any

of its assets is bound, or conflict with or constitute a material default thereunder, (c) result

in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a

breach of any fiduciary duty owed by the Investor to any third party, or (d) require

the approval of any third party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship

or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section

3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf

of the Company, has had access to all publicly available information with respect to the Company and has had an opportunity to discuss

with Company management and ask questions relating to everything it deems relevant; provided,

however, that the Investor makes no representation or warranty hereunder with respect to any SEC Document and is relying

on the representations and warranties of the Company in Article IV with respect to the SEC Documents.

Section

3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional

meeting, television advertisement or any other form of general solicitation or advertisement regarding the Securities.

Section 3.10

NO MARKET MANIPULATION. Neither the Investor, nor any of its Affiliates has, and to its knowledge no Person acting on either of

their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of

the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or

paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

THE COMPANY

The Company

represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto, as of the Execution Date, each date

a Put Notice is submitted and at each Closing Date:

Section

4.1 ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing under

the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own

and use its properties and assets and to carry on its business as currently conducted. Each of the Company and the Subsidiaries is not

in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in a

Material Adverse Effect and no proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

Section

4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under

this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by

the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary

corporate action and no further consent or authorization of the Company or its board of directors or stockholders is required. Each of

this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding

obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by

applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and

remedies or by other equitable principles of general application.

Section

4.3 CAPITALIZATION. The authorized capital stock of the Company is as set forth on Schedule 4.3. Except as set forth

in the SEC Documents or on Schedule 4.3, the Company has not issued any capital stock since its most recently filed periodic report

under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the

issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion

and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.

No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions

contemplated by the Transaction Documents. Except as set forth in the SEC Documents or on Schedule 4.3, and except as a result

of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments

of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or

giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.

The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person

(other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange

or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with

respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any

of the Company’s stockholders.

Section

4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange

Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect to, terminate the registration

of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such

registration. Except as set forth on Schedule 4.4(a), the Company has not, in the twelve (12) months preceding the Execution Date,

received notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements

of such Principal Market. Except as set forth on Schedule 4.4(b), the Company is, and has no reason to believe that it will not

in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Section

4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules,

forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant

to Section 13(a) or 15(d) thereof, for the one (1) year preceding the Execution Date (or such shorter period as the Company was required

by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference

therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates,

the SEC

Documents complied in all material

respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations

applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted

to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and

substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other

applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted

accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial

statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may

be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates

thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited

statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting controls

appropriate for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other

off-balance-sheet-entity that is not disclosed by the Company in its financial statements or otherwise that would be reasonably likely

to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel

with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms

that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

Section

4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company, other

than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.

Section

4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company,

and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of

the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s

certificate or articles of incorporation, by-laws or other organizational or charter documents,

(b) conflict with, or constitute a material

default (or an event that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien

upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar

agreement to which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,

order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or

by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect),

nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not

being conducted in violation of any law, ordinance, or regulation of any governmental entity. The Company is not required under federal,

state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any

court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction

Documents (other than any Eligible Market, SEC, FINRA or state securities filings or submissions that may be required to be made by the

Company in connection with the issuance of the Commitment Shares, Put Shares or subsequent to any Closing or any registration statement

that may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and

relying upon the accuracy of the relevant representations and agreements of the Investor herein.

Section

4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary

that has not been disclosed in subsequent SEC filings.

Section

4.9 LITIGATION AND OTHER PROCEEDINGS. Except as set forth on Schedule 4.9, there are no actions, suits, investigations,

inquiries, or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or

any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry,

or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the Exchange Act.

No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court,

arbitrator or governmental agency which would have a Material Adverse Effect. There has not been and, to the knowledge of the Company,

there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary, or any current or former director

or officer of the Company or any Subsidiary.

Section

4.10 REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right

to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Section

4.11 INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of

arm’s-length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company

further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with

respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any

of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is

merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s

decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives

and advisors.

Section

4.12 NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the

Company, any Subsidiary, nor any of their

respective affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within

the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, any

Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the offer

and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise.

Section

4.13 INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary owns or possesses adequate rights or licenses to use

all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,

licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.

None of the Company’s, nor any Subsidiary’s Intellectual Property has expired or been terminated, or, by the terms and conditions

thereof, could expire or terminate within three years from the date of this Agreement if such expiration or termination could reasonably

be expected to have a Material Adverse Effect. The Company does not have any knowledge of any infringement by the Company and/or any Subsidiary

of any material Intellectual Property of others, or of any such development of similar or identical trade secrets or technical information

by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened

against, the Company and/or any Subsidiary regarding the infringement of any Intellectual Property, which could reasonably be expected

to have a Material Adverse Effect.

Section 4.14 [RESERVED]

Section

4.15 TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee

simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business

of the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially affect the value

of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary

and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real

property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting, and enforceable leases with

which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be

made of such property and buildings by the Company or any Subsidiary.

Section

4.16 INSURANCE. The Company and each Subsidiary is 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 each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or applied

for, and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and

when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost

that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company,

taken as a whole.

Section

4.17 REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits

issued by the appropriate federal, state, or foreign regulatory authorities necessary to conduct its businesses, and neither the Company,

nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization,

or permit.

Section

4.18 TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material tax

returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company

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 provision reasonably adequate for the payment of all taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

Section

4.19 TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers or directors of the Company

or any Subsidiary, and to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to

any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,

agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to

or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity

in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each

case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the

last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for

expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under

any stock option plan of the Company.

Section

4.20 APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of directors have taken or will take prior to the Execution

Date all necessary action, if any, in order to render

inapplicable any control share acquisition,

business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under

the articles of incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result

of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and

the Investor’s ownership of the Securities.

Section

4.21 FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor, to the knowledge of the Company, any agent or

other Person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign

or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)

failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the

Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices

Act of 1977, as amended.

Section

4.22 SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which

are applicable to it.

Section

4.23 CERTAIN FEES. Except as set forth in the disclosure schedule, no brokerage or finder’s fees or commissions are

or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank, or

other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect

to any fees or with respect to any claims made by or on behalf of any Persons for fees of a type contemplated in this Section 4.23

that may be due in connection with the transactions contemplated by the Transaction Documents.

Section

4.24 INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company

Act of 1940, as amended.

Section

4.25 ACCOUNTANTS. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company,

such accountants are an independent public accounting firm registered with the Public Company Accounting Oversight Board, as required

by the Securities Act.

Section

4.26 NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either

of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,

or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company.

Section

4.27 NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer,

any director, executive officer, other officer of the Company or any Subsidiary participating in the offering contemplated hereby, any

beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power,

nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time

of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described

in Rule 506(d)(1) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered

by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered

Person is subject to a Disqualification Event.

Section

4.28 MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT

ACT of 2001 and all other applicable U.S. and

non-U.S. anti-money laundering laws

and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the

U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking

Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001))

and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

. ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL

CONTRIBUTIONS. Neither the Company,

nor any Subsidiary has, nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any

of the officers, directors, employees, agents or other representatives of the Company, any Subsidiary or any other business entity or

enterprise with which the Company 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, (a) as a kickback or bribe to

any Person or (b) 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.

Section

4.30 SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act,

is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and, except as set forth on Schedule 4.5,

has filed all reports and other materials required to be filed by Section 13(a) or 15(d) of the Exchange Act, as applicable during the

preceding twelve (12) months.

Section

4.31 ABSENCE OF SCHEDULES. In the event that, on the Execution Date, the Company does not deliver any disclosure schedule

contemplated by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall be

deemed to read as follows: “Nothing to Disclose” and (ii) the Investor has not otherwise waived delivery of such disclosure

schedule.

ARTICLE

V COVENANTS OF INVESTOR

Section

5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The

Investor’s

trading activities with respect to the

Common Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations

of FINRA and the Principal Market.

Section

5.2 SHORT SALES AND CONFIDENTIALITY. The Investor, or any affiliate of the Investor acting on its behalf or pursuant to

any understanding with it, hereby represents that, as of the Execution Date, it is not “short” any Common Stock and will not,

in any manner whatsoever, directly or indirectly, participate in or execute (i) any Short Sales during the period from the Execution Date

to the end of the Commitment Period or (ii) any hedging transaction that would create a net short position with respect to the shares

of Common Stock. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number

of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall,

until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms

of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction

Documents.

ARTICLE

VI COVENANTS OF THE COMPANY

Section

6.1 LISTING OF SHARES OF COMMON STOCK. The Company shall promptly, in connection with the issuance of the Commitment Shares

and the Put Shares to the Investor hereunder, submit to the Principal Market any required application to list such shares on the Principal

Market and shall use commercially reasonable efforts to maintain, so long as the Common Stock shall be so listed, the listing

all such Put Shares and Commitment Shares that are issued from time to time hereunder. The Company shall use its commercially reasonable

efforts to continue the listing and trading of the Common Stock on the Principal Market. The Company shall not take any action that would

reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly

provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for

listing on the Principal Market, provided that the public filings of such notices shall constitute delivery of such notices to the Investor.

The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 6.1). The Company

shall take all action necessary to ensure that the Common Stock can be transferred electronically as DWAC Shares. If the Company receives

a delisting notice from the Principal Market or if the Common Stock fails to be listed on an Eligible Market, then the Investor may terminate

its obligations under this Agreement by written notice to the Company and may deem any outstanding Put Notice as withdrawn.

Section 6.2 [Intentionally

Omitted].

Section 6.3 FILING

OF CURRENT REPORT AND REGISTRATION STATEMENT. The

Company agrees that it shall file

a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange

Act, relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the

“Current Report”). The Company shall permit the Investor a reasonable opportunity to review and comment upon the final

pre-filing draft version of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give

reasonable consideration to all such comments provided, however, that the Company shall retain final decision-making authority over

the form and content of the Current Report. The Investor shall use its reasonable best efforts to comment upon the final pre- filing

draft version of the Current Report within one (1) Trading Day from the date the Investor receives it from the Company.

Pursuant to the

terms of the Registration Rights Agreement, the Company shall also file with the SEC, on or before the ninetieth (90th) day

following the Execution Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only

the resale of the Put Shares and Commitment Shares up to the Exchange Cap and shall use its best efforts to have such Registration

declared no later than one hundred eighty (180) days following the Execution Date. The Company shall permit the Investor a reasonable

opportunity to review and comment upon the final pre-filing draft version of the Registration Statement and any amendment or supplement

thereto at least five (5) Trading Days prior to filing with the SEC, and the Company shall give reasonable consideration to all such comments;

provided, however, that the Company shall retain final decision-making authority over the form and content of the Registration Statement

and any amendment or supplement thereto. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft

within two (2) Trading Days from the date the Investor receives it from the Company.

Section

6.4 COMMITMENT FEE; ISSUANCE OF COMMITMENT SHARES. In

consideration for the Investor’s

execution, delivery and performance under this Agreement, the Company shall issue to the Investor shares of its Common Stock (collectively,

the “Commitment Shares”) having an aggregate value of (i) Five Hundred Thousand Dollars ($500,000) (the “Initial Commitment

Shares”), which shall be issued on the Execution Date, and (ii) Five Hundred Thousand Dollars ($500,000) (the “Deferred Commitment

Shares”), which shall be issued on the date that is twelve (12) months following the Execution Date; provided, however, that if

this Agreement is terminated for any reason prior to such twelve (12) month anniversary, the Deferred Commitment Shares shall be immediately

due and payable upon such termination. The number of Commitment Shares to be issued pursuant to each of clause (i) and clause (ii) shall

be determined based on the closing price of the Common Stock on the Trading Day immediately preceding the applicable issuance date. All

Commitment Shares shall be fully earned as of the Execution Date, shall be issued via DWAC, and shall be included in the Registration

Statement. The Commitment Shares shall be subject to a daily volume leak-out restriction of twenty percent (20%) of the applicable trading

volume. Failure by the Company to issue any portion of the Commitment Shares when

due shall constitute an immediate

Event of Default under this Agreement and shall entitle the Investor to liquidated damages in the amount of Twenty-Five Thousand Dollars

($25,000) per day until such shares are issued, payable in cash or, at the Investor’s election, in shares of Common Stock.

Section 6.5 DUE

DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION.

The Investor shall have the right,

from time to time as the Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business

hours. The Company, each Subsidiary and their respective officers and employees shall provide information and reasonably cooperate with

the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company. The

Company agrees not to disclose any Confidential Information of the Investor to any third party, except for attorneys, accountants, advisors

who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information

for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Company acknowledges that

the Confidential Information of the Investor shall remain the property of the Investor and agrees that it shall take all reasonable measures

to protect the secrecy of any Confidential Information disclosed by the Investor. The Company confirms that neither it nor any other Person

acting on its behalf shall provide the Investor or its agents with any information that constitutes or might constitute material, non-public

information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD, while

any Put Notice is outstanding or while the Investor holds any shares of Common Stock. In the event of a breach of the foregoing covenant

by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to

any other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure,

in the form of a press release, public advertisement or otherwise, of such material, non-public information

without the prior approval by the Company; provided that the Investor shall have first provided notice to the Company that it believes

it has received information that constitutes material, non-public information, and the Company shall have had at least twenty-four (24)

hours to publicly disclose such purported material, non-public information prior to any such disclosure by the Investor, and the Company

shall have failed to publicly disclose such purported material, non-public information within such time period. The Investor shall not

have any liability to the Company, any Subsidiary, or any of their respective directors, officers, employees, stockholders, affiliates

or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants

in effecting transactions in securities of the Company. Notwithstanding any requirement to disclose information to the Investor pursuant

to this Section 6.5, the Company shall not be in breach of this Section 6.5 if it determines in good faith not to disclose such information

reasonably requested by the Investor if disclosure of such information would likely result in the public disclosure of such information

pursuant to this Section 6.5.

Section

6.6 PURCHASE RECORDS. The Company shall maintain records showing the Available Amount at any given time and the date, Investment

Amount and Put Shares for each Put, contained in the applicable Put Notice.

Section

6.7 TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance

and delivery of any shares of Common Stock to the Investor made under this Agreement.

Section

6.8 USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder for general corporate

purposes in the manner described in the Registration Statement or the SEC Documents.

Section

6.9 OTHER TRANSACTIONS. The Company shall not enter into, announce, or recommend to its stockholders any agreement, plan,

arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right

of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of

the Company to deliver the Put Shares and

to issue the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.

Section

6.10 INTEGRATION. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution Date,

neither the Company, nor or any of its Subsidiaries or affiliates will, and the Company shall use its reasonable best efforts to ensure

that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to

buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities

Act.

Section

6.12 TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copies of all of the

Transaction Documents.

Section

6.13 STANDSTILL. Unless waived by the Investor, notwithstanding any other provisions set forth in the Transaction Documents,

the Company hereby covenants and agrees not to issue any shares of Common Stock or other securities (including debt securities)

convertible or exercisable into shares of Common Stock or enter into agreement to sell such securities, during each period beginning (i)

upon the submission of any Put Notice that has been accepted in accordance with the terms hereof and (ii)

ending upon the close of the Trading Day on which the aggregate trading volume of the Common Stock over the Trading Days since

issuance of such Put Notice shall have exceeded Five Hundred percent (500%) of the number of Put Shares sold pursuant to such Put

Notice; provided, however, that nothing in this Section 6.13 shall restrict (a) the issuance of Common Stock upon conversion of

any preferred shares into Common Stock or (b) the conversion of any debt into preferred shares.

Section 6.14 [INTENTIONALLY

OMITTED].

Section 6.15

EXCHANGE CAP. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and the

Investor shall not be obligated to purchase, any shares of Common Stock pursuant to this Agreement to the extent that, after giving effect

to such issuance, the aggregate number of shares of Common Stock that would be issued under this Agreement would exceed the Exchange Cap.

For purposes hereof, “Exchange Cap” means 19.99% of the number of shares of Common Stock outstanding on the Execution Date.

The Exchange Cap shall not apply if the Company’s stockholders have previously approved the issuance of shares in excess of the

Exchange Cap in accordance with Nasdaq Listing Rule 5635(d) (or any successor rule). The Company shall use its commercially reasonable

efforts to obtain such stockholder approval if the Exchange Cap is reached and the Company wishes to continue issuing shares under this

Agreement.

ARTICLE VII

CONDITIONS TO DELIVERY OF PUT NOTICES

AND CONDITIONS TO CLOSING

Section 7.1 CONDITIONS

PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE

AND SELL PUT SHARES. The right of

the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:

(a)

ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The

representations and warranties of the Investor

shall be true and correct in all material respects as of the Execution Date and as of the date of each Closing as though made at each

such time.

(b)

DELIVERY OF DOCUMENTS. The Investor shall have executed each of the Transaction Documents and delivered the same

to the Company.

(c)

REGISTRATION STATEMENT. The Company shall not have the right to issue any Put Shares if, as of the date of the Closing

for such issuance and sale, the Registration Statement, and any

amendment or supplement thereto, shall

fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment Shares.

Section

7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO

PURCHASE PUT SHARES. The

obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following conditions:

(a)

REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain

effective for the resale by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall

have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the

SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends

or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement

or related prospectus shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary

form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof.

Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby.

(b)

ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The

representations and warranties of the

Company shall be true and correct in all material respects as of the Execution Date for each date a Put Notice is submitted and as of

the date of each Closing (except for representations and warranties under the first sentence of Section 4.3 that are specifically

made as of the Execution Date and shall be true and correct in all respects as of the Execution Date).

(c)

PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied, and complied in all material respects with

all covenants, agreements and conditions required by this Agreement to be performed, satisfied, or complied with by the Company.

(d)

NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,

entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially

adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that

may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)

ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is

reasonably likely to have a Material Adverse Effect has occurred.

(f)

NO SUSPENSION OF TRADING IN OR DELISTING OF THE SHARES OF COMMON

STOCK. Trading of the Common Stock

shall not have been suspended by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall

have been approved for listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension,

delisting, or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor

shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with

respect to such Put shall be reduced accordingly.

(g)

BENEFICIAL OWNERSHIP LIMITATION. As of the date of the Closing for such issuance and sale, the number of Put Shares

to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock

then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the

Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations

promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of shares of Common Stock outstanding,

as determined in accordance with Section

16 of the Exchange Act and the regulations

promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given,

the number of shares of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when

aggregating all purchases of shares of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation

following such Closing Date. The “Beneficial Ownership Limitation” shall be the lesser of (i) 4.99% of the number of

shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put

Notice and (ii) 19.99% of the number of shares of Common Stock outstanding as of the date the applicable Put Notice is submitted, excluding

Common Stock held by “affiliates” (as such term is defined in Rule 405 of the Securities Act) of the Company. The Investor,

upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.1(g); provided

that the Beneficial Ownership Limitation in no event shall exceed 9.99% of the number of shares of Common Stock outstanding immediately

after giving effect to the issuance of Common Stock issuable pursuant to a Put Notice and the provisions of this Section 7.1(g)

shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after

such notice is delivered to the Company.

(h)

NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing

the Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15)

Trading Days following the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge of any untrue

statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in the

Registration Statement, any effective registration statement filed pursuant to the Registration Rights Agreement or any post-effective

amendment or prospectus which is a part of the foregoing, unless the Company has filed an amendment with the SEC.

(i)

NO VIOLATION OF STOCKHOLDER APPROVAL REQUIREMENT;

STOCKHOLDER APPROVAL. The issuance

of the Put Shares shall not violate the stockholder approval requirements of the Principal Market, if any, and a description of the transactions

contemplated by this Agreement shall have been set forth in a proxy statement and the Company’s entrance into this Agreement shall

have been approved in such special meeting of such stockholders.

(j)

OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing

Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been

satisfied as of the date of each such certificate.

(k)

DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”

(l)

SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information, and other documents required

to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K) shall

have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.

(m)

TRANSFER AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed by the Company

and delivered to the Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent, and the Company shall have no knowledge

of any fact or circumstance that would prevent the Transfer Agent from complying with the terms of the Transfer Agent Instruction Letter.

(n)

BROKER APPROVAL. The Put Shares and Commitment Shares shall have been approved by the Investor’s prime broker

or designated clearing firm for deposit to its account with the Depository Trust Company; provided that the Company’s securities,

as of the date hereof, are approved by the Investor’s prime broker.

(o)

NO VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted,

entered, promulgated, threatened, or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction,

including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay any of the transactions

contemplated by the Transaction Documents.

(p)

LEGAL OPINION. Upon effectiveness of the Registration Statement, the Company shall cause to be delivered to the Investor

a written opinion of counsel, in form and substance previously agreed, relating to the availability and effectiveness of the Registration

Statement, as supplemented by any prospectus supplement or amendment thereto, and regarding the Company’s compliance with the laws

of the State of Delaware and the federal securities laws of the United States in the issuance, sale and registration of the Put Shares

and Commitment Shares and entrance into the transaction documents.

(q)

[Intentionally Omitted]

(r)

NO NON-PUBLIC INFORMATION. Neither the Investor nor any of its agents or counsel shall be in possession of any information

that constitutes or might constitute material, non-public information with respect to the Company.

ARTICLE

VIII LEGENDS

Section

8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the

Put Shares.

Section

8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations

hereunder to comply with all applicable securities laws upon the sale or transfer of the Common Stock.

ARTICLE IX

NOTICES; INDEMNIFICATION

Section

9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted

hereunder shall be in writing and, except for Put Notices which shall be delivered via e-mail in accordance with Section 2.2

and unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return

receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand

delivery, or e-mail as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently

by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall

be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day

during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered

other than on a business day during normal business hours where such notice is to be received)

or (ii) on the second business day following the date of transmittal by express courier service or on the fifth business day

after deposited in the mail, in each case, 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:

IQSTEL Inc.

300 Aragon Avenue, Suite 375 Coral Gables,

FL 33134

(954) 951-8191

Attention: Leandro Iglesias E-mail:

xxxx@iqstel.com

With mandatory copies (which

shall not constitute notice) to: The Doney Law Firm

3651 Lindell Rd Ste D121 Las Vegas, NV

89103 (702) 982-5686

Attention: Scott Doney

E-mail: xxxx@doneylawfirm.com

If to the Investor:

M2B Funding Corp.

66 W Flagler St., Suite 900 #10189

Miami, FL 33130

Attention: Daniel Kordash, President

E-mail: xxxx@M2BFunding.com

with a mandatory copy to (which

shall not constitute notice) to: Clark Hill LLP

555 South Flower Street, 24th

Floor

Los Angeles, CA 90071 Attention: Randolf

Katz

E-mail: xxxx@clarkhill.com

Either party hereto may from

time to time change its address or e-mail for notices under this Section 9.1 by giving at least ten (10) days’ prior written

notice of such changed address to the other party hereto.

Section

9.2 INDEMNIFICATION. The Company (an “Indemnifying Party”) agrees to indemnify and hold harmless the

Investor along with its officers, directors, employees, and authorized agents and representatives, and each Person or entity, if any,

who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations

thereunder (an “Indemnified Party”) from and against any and all Damages, joint or several, and any and all actions

in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,

breach of warranty, or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained

in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any

registration statement pursuant to the Registration Rights Agreement, or any post-effective amendment thereof or supplement thereto, or

the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained

in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or

the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the

circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company

of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation under the Securities Act, the Exchange Act,

or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s

failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness, fraud,

willful misconduct, or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing

indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent,

arising out of or based upon any untrue

statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity

with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement,

any post- effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).

Section 9.3

METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All

claims for

indemnification by any Indemnified Party

under Section 9.2 shall be asserted and resolved as follows:

(a)

In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2

is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof

(a “Third-Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers

served, if any, and specifying the nature of and basis for such Third-Party Claim and for the Indemnified Party’s claim for indemnification

that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then

reasonably ascertainable, the estimated amount, determined in good faith, of such Third-Party Claim (a “Claim Notice”)

with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness

after the Indemnified Party receives notice of such Third-Party Claim, the Indemnifying Party shall not be obligated to indemnify the

Indemnified Party with respect to such Third-Party Claim to the extent that the Indemnifying Party’s ability to defend has been

prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable

within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity

Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount

of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense,

to defend the Indemnified Party against such Third-Party Claim.

(i)

If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to

defend the Indemnified Party with respect to the Third-Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party

shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying

Party, such Third-Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying

Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified

Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment

of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying

Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,

that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s

delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer, or other pleadings or take any other

action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,

that. if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide

reasonable cooperation to the Indemnifying Party in contesting any Third-Party Claim that the Indemnifying Party elects to contest. The

Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying

Party pursuant to this clause (i), and, except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and

expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense

or settlement of a Third-Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect

to such Third-Party Claim.

(ii)

If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires

to defend the Third-Party Claim pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute

vigorously and diligently or settle the

Third-Party Claim, or if the Indemnifying

Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the

sole cost and expense of the Indemnifying Party, the Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted

by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with

the consent of the Indemnifying Party, which consent will not be unreasonably withheld, delayed, denied, or conditioned). The Indemnified

Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,

that, if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide

reasonable cooperation to the Indemnified Party and its counsel in contesting any Third-Party Claim which the Indemnified Party is contesting.

Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the

Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with

respect to such Third-Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause

(iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant

to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified

Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection

with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified

Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iii)

If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability

to the Indemnified Party with respect to the Third-Party Claim under Section 9.2 or fails to notify the Indemnified Party within

the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with

respect to such Third- Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the

Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on

demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such Third-Party Claim,

the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided,

however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled

to institute such legal action as it deems appropriate.

(b)

In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does

not involve a Third-Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section

9.2 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated

amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying

Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to

the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies

the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify

the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described

in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying

Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If

the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party

and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that,

if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such

legal action as it deems appropriate.

(c)

The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable,

for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

(d)

The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified

Party against the Indemnifying Party or others and (ii) any liabilities the Indemnifying Party may be subject to.

ARTICLE

X MISCELLANEOUS

Section

10.1 GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada

without regard to the principles of conflicts of law (whether of the State of Nevada or any other jurisdiction).

Section

10.2 ARBITRATION. Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the

transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination

of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration

to be conducted before the JAMS, or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration

Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in

New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the “strike

and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement,

seek from any federal or state court sitting in the Southern District of New York any interim or provisional relief that is necessary

to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration

shall be paid by and be the sole responsibility of the Company, including, but not limited to, the Investor’s attorneys’ fees

and each arbitrator’s fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding

of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably possibly and in any case within

sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered

by any court having jurisdiction thereof.

Section

10.3 JURY TRIAL WAIVER. TO THE MAXIMUM PERMITTED BY LAW, THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY

ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR

IN CONNECTION WITH THE TRANSACTION DOCUMENTS.

Section

10.4 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their

respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party

to any other Person.

Section

10.5 NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their

respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth

in Article IX.

Section

10.6 TERMINATION. The Company shall have the right to terminate this Agreement at any time by delivering thirty (30) days’

prior written notice to the Investor. Upon such termination, the Company shall have no further obligation to issue any Put Shares, and

the Investor shall have no further obligation to purchase any Put Shares (except for any outstanding Put that has already been accepted

and not yet closed). The termination notice shall not be effective until thirty (30) days after it has been received by the Investor,

provided that this Agreement cannot be terminated while any Put Notice is outstanding or while the Investor holds any Put Shares issued

pursuant to a Put Notice. For the avoidance of doubt, the Company’s right to terminate shall not be restricted by the Investor’s

ownership of any Execution Shares.

In addition,

this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells

and the Investor purchases the Maximum

Commitment Amount; or (iii) the date

that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding

against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a

general assignment for the benefit of its creditors.

Notwithstanding

the foregoing, in the event of termination of this Agreement, the provisions of Articles III, IV, V, VI, IX and X shall

survive the termination of this Agreement for the maximum length of time allowed under applicable law. If the Company does not send the

first Put Notice on or before June 20, 2026, the Investor may terminate this Agreement at any time.

Termination

Fee. In the event the Company terminates this Agreement pursuant to this Section 10.6, the Company shall, within ten (10) Trading

Days of the effective date of termination, pay the Investor a termination fee equal to thirty percent (30%) of the aggregate Investment

Amounts actually received by the Company from all Puts closed during the thirty (30) Trading Days immediately preceding the date the termination

notice is delivered (the “Termination Fee”), subject to a minimum of Two Hundred Thousand Dollars ($200,000). The Termination

Fee shall be payable, at the Company’s election, in cash or in shares of Common Stock valued at the average VWAP over the five (5)

Trading Days preceding the payment date. The Termination Fee shall be in addition to any other amounts owed under this Agreement.

Section 10.7 [RESERVED]

Section

10.8 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,

oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Section

10.9 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary,

each party shall pay the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred

by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement. The Company shall pay

all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.

The Company

shall reimburse the Investor for its documented, reasonable out-of-pocket legal and transaction expenses relating to the preparation and

negotiation of the Transaction Documents in an amount not to exceed Forty Thousand Dollars ($40,000). Such reimbursement shall be paid

on the earlier of (i) the first Put Date or (ii) June 30, 2026.

Section

10.10 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than

all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing

such counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other

parties hereto by e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.

Section

10.11 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction

to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that such

severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section

10.12 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.

Section

10.13 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.

Section

10.14 EQUITABLE RELIEF. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the other by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, each party acknowledges that

the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened

breach by the such party of the provisions of this Agreement, that the other party shall be entitled, in addition to all other available

remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing

or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic

loss and without any bond or other security being required.

Section

10.15 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and

are not to be considered in construing or interpreting this Agreement.

Section

10.16 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the

date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the

immediately preceding sentence, (i) no provision of this Agreement may be amended other

than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a

written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any

power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,

right or privilege preclude other or further exercise thereof or of any other right, power, or privilege

Section

10.17 PUBLICITY. The Company and the Investor shall reasonably consult with each other in issuing any press releases or

otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release

or otherwise make any such public statement referencing the transaction, other than as required by law, without the prior written consent

of the other parties, which consent shall not be unreasonably withheld, delayed, denied, or conditioned, except that no prior written

consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party

with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor

without the prior written consent of the Investor, except to the extent required by law or if requested by an applicable regulator. The

Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material contracts,”

as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may, therefore, be required to file such documents

as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that

the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

Section 10.18

EFFECTIVENESS. Notwithstanding anything to the contrary contained herein, this Agreement shall be executed and delivered on the Execution

Date, but shall not become effective, and none of the obligations of the parties hereunder (including the obligation of the Company to

issue any Commitment Shares or Put Shares and the obligation of the Investor to purchase any Put Shares) shall arise or be binding, until

the Effective Date. The parties acknowledge that the Company shall file the Current Report on Form 8-K and the Registration Statement

promptly after the Execution Date, and the Commitment Period shall commence on the Effective Date. All references in this Agreement to

the

“Execution Date” for

purposes of the commencement of the Commitment Period, the obligation to issue the Execution Shares, and the start of any restricted periods

shall be deemed to refer to the Effective Date.

** Signature Page Follows **

IN WITNESS WHEREOF, the

parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.

IQSTEL

INC.

By: /s/ Leandro Iglesias

Name: Leandro Iglesias

Title: CEO

M2B

FUNDING CORP

By: /s/ Daniel Kordash

Name: Daniel Kordash

Title: President

** Signature Page to Equity Purchase

Agreement **

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 30, 2026, BY AND BETWEEN IQSTEL INC. AND M2B FUNDING CORP.

EX-10.2

Filename: ex10_2.htm · Sequence: 3

REGISTRATION

RIGHTS AGREEMENT

REGISTRATION RIGHTS

AGREEMENT (this “Agreement”), dated as of April 30, 2026 (the “Execution Date”), is entered into

by and between IQSTEL, Inc., a corporation incorporated in the State of Delaware (the “Company”), and M2B Funding Corp.,

a Florida company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise

defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto,

dated as of the Execution Date (as amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

The Company has

agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Fifty Million Dollars ($50,000,000.00)

of Put Shares and, to induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration

rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,

the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE,

in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

DEFINITIONS.

As used in this Agreement, the following

terms shall have the following meanings:

“Investor” means the Investor, any transferee or assignee thereof to whom the

Investor assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions

of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in

accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

“Person” means any individual or entity, including, but not limited to, any corporation,

limited liability company, association, partnership, organization, business, individual, governmental or political subdivision thereof,

or governmental agency.

“Register,” “Registered,” and “Registration”

refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities

Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for the offering of securities on a continuous

basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United

States Securities and Exchange Commission (the “SEC”).

“Registrable Securities” means all of the (i) Execution Shares, (ii) Put Shares

which have been, or which may, from time to time be issued, including without limitation all of the shares of Common Stock which have

been issued or will be issued to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases)

and (iii) any

and all shares of capital stock

issued or issuable with respect to the Put Shares, Execution Shares, and the Purchase Agreement as a result of any stock split, combination,

stock dividend, recapitalization, exchange, or similar event or otherwise, without regard to any limitation on purchases under the Purchase

Agreement.

“Registration Statement” means one or more registration statements of the Company

on Form S-1 covering the resale of the Registrable Securities including the Initial Registration Statement and any New Registration Statement

or Other Registration Statement (each as defined herein).

REGISTRATION.

Mandatory Registration. The Company shall, by the date that is ninety (90) calendar days following

the Execution Date, file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities

as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations, and interpretations so as to permit

the resale of such Registrable Securities by the Investor, including, but not limited to, under Rule 415 at then-prevailing market prices

(and not fixed prices) (the “Initial Registration Statement”). The Initial Registration Statement shall register only

Registrable Securities. The Company shall use its commercial best efforts to have the Initial Registration Statement and any amendment

thereto declared effective by the SEC at the earliest possible date, but in no event later than one hundred and eighty (180) days following

the Execution Date.

Rule 424 Prospectus. In addition to the Initial Registration Statement, the Company shall,

as required by applicable securities regulations, from time to time file with the SEC, pursuant to

Rule 424 promulgated under the Securities Act, such prospectuses and prospectus supplements, if any, to be used in connection with

sales of the Registrable Securities under each Registration Statement. The Investor and its counsel shall have a reasonable opportunity

to review and comment upon such prospectuses prior to its filing with the SEC, and the Company shall give due consideration to all such

comments. The Investor shall use its reasonable best efforts to comment upon any prospectus within two (2) business days from the date

the Investor receives the final pre-filing version of such prospectus.

Sufficient Number of Shares Registered. In the event the number of shares available under

the Initial Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration

Statement or file a new Registration Statement (a “New Registration Statement”) so as to cover all of such Registrable

Securities (subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than ten (10)

business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415. The Company

shall use its commercial best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable

following the filing thereof. In the event that any of the Registrable Securities are not included in the Initial Registration Statement,

or have not been included in any New Registration Statement, and the Company files any other registration statement under the Securities

Act (other than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings), then the Company shall use

its commercial best efforts to also include in such other registration

statement such Registrable Securities that

have not been previously Registered (such other registration statement that Registers Registrable Securities, an “Other Registration

Statement”).

Effectiveness. The Investor and its counsel shall have a reasonable opportunity to review

and comment upon any Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus

prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish

all information reasonably requested by the Company for inclusion therein. The Company shall use its commercial best efforts to keep all

Registration Statements effective, including, but not limited to, pursuant to Rule 415 and available for the resale by the Investor of

all of the Registrable Securities covered thereby at all times until the earlier of:

(i)

the date as of which the Investor may sell all of the Registrable Securities without any restrictions

(including any restrictions under Rule 144(c) or Rule 144(i)); and

(ii)

the date on which the Investor shall have sold all the Registrable Securities covered thereby and

no Put Shares remain issuable under the Purchase Agreement (the “Registration Period”).

In the event that any Registration

Statement filed hereunder is no longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall

provide an opinion upon request of the Investor that the Investor may sell any such Registrable Securities held by the Investor pursuant

to Rule 144 with all costs related to such opinion to be borne by the Company. Each Registration Statement (including any amendments or

supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made,

not misleading.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize

any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does

not permit such Registration Statement to become or remain effective and be used for resales by the

Investor under Rule 415 at then-prevailing market prices (and not fixed prices) by comment letter or otherwise or, if after the

filing of the Initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff

or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce

the number of Registrable Securities to be included in such Initial Registration Statement (with the prior consent, which shall not be

unreasonably withheld, delayed, or denied of the Investor and its legal counsel as to the specific Registrable Securities to be removed

therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid.

In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration

Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements

that have been declared effective and the prospectuses contained therein are available for use by the Investor. Notwithstanding any provision

herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related

conditions to the

Investor’s obligations) shall

be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(e).

f. Liquidated

Damages. If: (i) the Initial Registration Statement is not filed in accordance with Section 2(a) above (if the Company files the

Initial Registration Statement without affording the Investor the opportunity to review (and, with respect to disclosure on the

Investor, to comment) on the same as required by Section 3(b) herein, the Company shall be deemed to have not satisfied this clause

(i)), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule

461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified

(orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will

not be subject to further review, or (iii) a Registration Statement registering for resale all of the Registrable Securities is not

declared effective by the SEC in accordance with Section 2(a) above, or (iv) after the effective date of a Registration Statement,

such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such

Registration Statement, or the Investor is otherwise not permitted to utilize the prospectus therein to resell such Registrable

Securities, for more than thirty (30) consecutive calendar days or more than an aggregate of forty five (45) calendar days (which

need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an

“Event”, and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of

clause (ii) the date on which such five (5) Trading Day period is exceeded, and

for purpose of clause (iv) the date on which such thirty (30) or forty five (45)

calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any

other rights the Investor may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of

each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured or, if

earlier, the Company shall pay to the Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to the

product of 0.0025 multiplied by the Maximum Commitment Amount; provided, however, that the Company shall not be

required to make any payments with respect to Registrable Securities which may be freely tradable pursuant to Rule 144 or any other

exemption from registration under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to the

Investor under this Agreement shall be 12% of the Maximum Commitment Amount. If the Company fails to pay any partial liquidated

damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate

of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from

the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial

liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure

of an Event.

RELATED OBLIGATIONS.

With respect to

a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on any Other

Registration Statement, the Company shall use its commercial best efforts to effect the registration of the Registrable Securities in

accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

The Company shall prepare and file with the SEC such amendments (including post-effective amendments

on Form S-1) and supplements to any Registration Statement and any Other Registration Statement and the prospectus used in connection

with such Registration Statement and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under

the Securities Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and,

during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of

the Company covered by the Registration Statement or applicable Other Registration Statement until such time as all of such Registrable

Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set

forth in such registration statement.

The Company shall permit the Investor to review and comment upon each Registration Statement or any

Other Registration Statement and all amendments and supplements thereto at least two (2) business days prior to their filing with the

SEC, and not file any document in a form to which Investor reasonably objects; provided, however, that any delay in the

Investor or its counsel review of the Registration Statement beyond the two (2) business day period shall extend the deadlines set forth

in Section 2(a) of this Agreement by such delay period. The Investor shall use its reasonable best efforts to comment upon the Registration

Statement or any Other Registration Statement and any amendments or supplements thereto within two (2) business days from the date the

Investor receives the final version thereof. The Company shall furnish to the Investor, without charge, and within one (1) business day,

any comments and/or any other correspondence from the SEC or the Staff to the Company or its representatives relating to the Registration

Statement or any Other Registration Statement. The Company shall respond to the SEC or the Staff, as applicable, regarding the resolution

of any such comments and/or correspondence as promptly as practicable and in any event within two weeks upon receipt thereof.

Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same

is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial

statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration

Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other

number of copies as the Investor may reasonably request), and (iii) such other documents, including copies of any preliminary or final

prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities

owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be

deemed “furnished to the Investor” hereunder.

The Company shall use commercial best efforts to (i) register and qualify the Registrable Securities

covered by a Registration Statement under such other securities or “blue sky” laws of New York, Delaware, and such other jurisdictions

in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-

effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof

during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in

effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to

qualify the Registrable Securities

for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as

a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this

Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process

in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company

of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale

under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation

or threatening of any proceeding for such purpose.

As promptly as practicable after becoming aware of such event or facts, the Company shall notify

the Investor in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any Registration

Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly

prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such

supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also

promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed,

and when a Registration Statement or any post-effective amendment thereto has become effective (notification of such effectiveness shall

be delivered to the Investor by e-mail or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request

by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information, and (iii) of the

Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

The Company shall use its commercial best efforts to prevent the issuance of any stop order or other

suspension of effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale

in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest

possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of

the initiation or threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from the SEC

relating to any Registration Statement under which Registrable Securities are Registered, the Company shall notify the Investor of the

issuance of such order and use its commercial best efforts to address such comments in a manner satisfactory to the SEC.

The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange

on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities

is then permitted under the rules of such exchange or (ii) secure designation and quotation of all the Registrable Securities on the Principal

Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.

The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of

DWAC Shares representing the Registrable Securities to be offered pursuant to any Registration Statement.

The Company shall at all times maintain the services of its Transfer Agent and registrar with respect

to its Common Stock.

If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus

supplement or post-effective amendment such information relating solely to the Investor as the Investor believes should be included therein

relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number

of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;

(ii) make all required filings of such prospectus supplement or post- effective amendment as soon as practicable upon notification of

the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any

Registration Statement.

The Company shall use its commercial best efforts to cause the Registrable Securities covered by

any Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to

consummate the disposition of such Registrable Securities.

Within one (1) business day after any Registration Statement which includes Registrable Securities

is declared effective by the SEC, or any prospectus supplement or post-effective amendment including Registrable Securities is filed with

the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable

Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form

attached hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company

shall require its counsel to deliver to the Investor a written confirmation whether or not (i) the effectiveness of such Registration

Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order), (ii) any comment letter

has been issued by the SEC, and (iii) whether or not the Registration Statement is current and available to the Investor for sale of all

of the Registrable Securities.

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition

by the Investor of Registrable Securities pursuant to any Registration Statement.

OBLIGATIONS OF THE INVESTOR.

The Company shall notify the Investor in writing of the information the Company reasonably requires

from the Investor in connection with any Registration Statement hereunder. The Investor shall furnish to the Company such information

regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by

it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection

with such registration as the Company

may reasonably request. Notwithstanding

the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections,

each in substantially the form provided to the Company by the Investor.

The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection

with the preparation and filing of any Registration Statement hereunder.

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event

or existence of facts of the kind described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately

discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until

withdrawal of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended

prospectus contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to

issue DWAC Shares promptly in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities

with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company

of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which

the Investor has not yet settled.

EXPENSES OF REGISTRATION.

All reasonable

Registration expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings, or qualifications

pursuant to Sections 2 and 3, including, without limitation, all Company registration, listing and qualifications fees,

printers and accounting fees, and fees and disbursements of counsel for the Company (but not counsel for the Investor) shall be paid by

the Company.

INDEMNIFICATION.

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless

and defend the Investor, each Person, if any, who controls or is under common control with the Investor, the members, the directors, officers,

partners, employees, agents, representatives of the Investor, and each Person, if any, who is an “affiliate” of the Investor

within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims,

damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement, or expenses, joint

or several, (collectively, “Claims”) incurred in investigating, preparing, or defending any action, claim, suit, inquiry,

proceeding, investigation, or appeal taken from the foregoing by or before any court or governmental, administrative, or other regulatory

agency, body, or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified

Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened,

in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration

Statement, any Other Registration Statement or any post-effective amendment thereto, or the omission or alleged omission to state a material

fact required to be stated therein or necessary to make the statements

therein not misleading, (ii) any

untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the

Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material

fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation,

any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to

a Registration Statement or any Other Registration Statement, or (iv) any material violation by the Company of this Agreement (the matters

in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified

Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred

by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification

agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon

a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by

such Indemnified Person expressly for use in connection with the preparation of a Registration Statement, any Other Registration Statement

or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section

3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from

whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person

controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in

the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant

to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus

prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available

to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by

the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv)

shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,

which consent shall not be unreasonably withheld, delayed, denied, or conditioned. Such indemnity shall remain in full force and effect

regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities

by the Investor pursuant to Section 9.

Each Investor agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent

permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities

Act or the Exchange Act), and each other Investor, each of such other Investor’s respective direct or indirect partners, members

or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect

to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person

who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives

from and against any Losses resulting from (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration

Statement under which such Investor’s Registrable Securities were Registered under the Securities Act (including any

final, preliminary or summary

prospectus contained therein or any amendment or supplement thereto or any documents incorporated by reference therein, which shall

include any information that has been deemed to be a part of any prospectus under Rule 159 under the Securities Act), or (ii)

any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements

therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in

any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement

(including, without limitation, any written information provided for inclusion in the Registration Statement) and was known to be

untrue by the Investor at the time it was furnished.

Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement

of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim

in respect thereof is to be made against the Company under this Section 6, deliver to the Company a written notice of the commencement

thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense

thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified

Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable opinion

of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would be inappropriate

due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such

proceeding. The Indemnified Person shall cooperate fully with the Company in connection with any negotiation or defense of any such action

or Claim by the Company and shall furnish to the Company all information reasonably available to the Indemnified Person which relates

to such action or Claim. The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the

defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, Claim or

proceeding effectuated without its written consent; provided, however, that the Company shall not unreasonably withhold,

delay or condition its consent. The Company shall not, without the consent of the Indemnified Person, consent to entry of any judgment

or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or

plaintiff to such Indemnified Person of a release from all liability in respect to such Claim or litigation. Following indemnification

as provided for hereunder, the Company shall be subrogated to all rights of the Indemnified Person with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company

within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person

under this Section 6, except to the extent that the Company is prejudiced in its ability to defend such action.

The indemnification required by this Section 6 shall be made by periodic payments of the amount

thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar

right of the Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject

to pursuant to the law.

CONTRIBUTION.

To the extent

any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to

any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,

that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation and

(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller

from the sale of such Registrable Securities.

REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

Notwithstanding

any other provision contained herein to the contrary, during such times that the Registration Statement is not available for resales of

Registrable Securities held by the Investor, with a view to making available to the Investor the benefits of Rule 144 promulgated under

the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the

Company to the public without registration (“Rule 144”), the Company agrees, at the Company’s sole expense, to:

make and keep “current public information” available, as such term is understood and

defined in Rule 144;

file with the SEC in a timely manner all reports and other documents required of the Company under

the Securities Act and the Exchange Act;

furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request,

(i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities

Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents

so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities

pursuant to Rule 144 without registration; and

take such additional action as is reasonably requested by the Investor to enable the Investor to

sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates,

resolutions, and instructions to the Company’s Transfer Agent as may be requested from time to time by the Investor at the Company’s

expense and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

The Company

agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor

shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,

without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.

ASSIGNMENT OF REGISTRATION RIGHTS.

The Company

shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor, or any Investor

as assignee pursuant to this Section 9. The Investor, or any Investor, may not assign its rights under this Agreement without the

written consent of the Company other than to an affiliate of such Investor.

10.

AMENDMENT OF REGISTRATION RIGHTS.

No provision of

this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written

instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy

under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11.

REPRESENTATIONS AND WARRANTIES.

Due Authorization. The Company has the requisite power and authority to enter into this Agreement

and to perform and consummate the transactions contemplated hereby and the execution and delivery by the Company of this Agreement and

the performance and consummation of the transactions contemplated hereby (i) are within the power and authority of the Company and (ii)

have been duly authorized by all necessary action of the Company. This Agreement has been duly and validly executed and delivered by the

Company. Assuming the due authorization, execution, and delivery by the Investors of this Agreement, this Agreement constitutes a valid

and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited

by applicable bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors’ rights generally,

and general equitable principles relating to the availability of remedies and the public policy underlying

such laws, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth

in Section 6 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. The

Company’s Board of Directors, at a duly called meeting or by a written consent, has unanimously adopted and approved this Agreement

and the transactions contemplated hereby, and no other corporate actions on the part of the Company are necessary in connection with the

authorization, execution and delivery of this Agreement by the Company and the performance by the Company of the transactions contemplated

hereby.

No Conflicts. The execution, delivery and performance of this Agreement by the Company and

the performance by the Company, or the consummation, of the transactions contemplated by this Agreement and the compliance by the Company

with the terms of this Agreement do not and will not conflict with or do not result and will not result in any breach or violation of

any of the terms or provisions of, or do not constitute or will not constitute a default under, do not cause or will not cause (or do

not permit or will not permit) the maturation or acceleration of any liability or obligation or the termination of any right under, or

do not result in the creation or imposition of any lien, charge or encumbrance upon, any property or assets of the Company pursuant to

the terms of (i) the charter or bylaws or other applicable organizational documents of the Company; (ii) any indenture, mortgage, deed

of trust, voting trust agreement, stockholders’ agreement, note agreement or other material agreement or instrument to which the

Company is a party or by which it is bound or to which its respective property is subject; or (iii)

any law, statute, judgment, decree,

order, rule or regulation applicable to the Company of any government, arbitrator, court, regulatory body or administrative agency or

other governmental agency or body, domestic or foreign, having jurisdiction over the Company or its activities or properties.

Consents and Approvals. No consent, approval, authorization, order, registration, notice,

filing, license, recording, or qualification of or with any court, government, or governmental agency or body, domestic or foreign, having

jurisdiction (other than under the Securities Act) over the Company or any of its Subsidiaries or any of their properties, is required

for the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder and the consummation

of the transactions contemplated hereby.

Acknowledgment Regarding Investors’ Acquisition of Common Stock. The Company acknowledges

and agrees that each Investor is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the

transactions contemplated hereby. The Company further acknowledges that no Investor is 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 advice given by any

Investor or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby

is merely incidental to such Investor’s acquisition of Common Stock. The Company further represents to each of the Investors that

the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated

hereby by the Company and its representatives.

11.

MISCELLANEOUS.

A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed

to own of record such Registrable Securities. If the Company receives conflicting instructions, notices, or elections from two or more

Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice, or election received

from the registered owner of such Registrable Securities.

Any notices, consents, waivers, or other communications required or permitted to be given under the

terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)

upon receipt, when sent by e-mail (provided confirmation of transmission is mechanically or electronically generated and kept on file

by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case

properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company: IQSTEL

Inc.

300 Aragon Avenue, Suite 375 Coral

Gables, FL 33134

(954) 951-8191

Attention: Leandro Iglesias E-mail:

xxxx@iqstel.com

With mandatory copies (which

shall not constitute notice) to: The Doney Law Firm

3651 Lindell Rd Ste D121 Las Vegas,

NV 89103 (702) 982-5686

Attention: Scott Doney

E-mail: xxxxxx@doneylawfirm.com

If to the Investor:

M2B Funding Corp.

66 W Flagler St., Suite 900 #10189

Miami, FL 33130

Attention: Daniel Kordash, President

E-mail: xxxx@M2BFunding.com

with a mandatory copy to (which

shall not constitute notice) to: Clark Hill LLP

555 South Flower Street, 24th

Floor Los Angeles, CA 90071

Attention: Randolf Katz

E-mail: xxxx@clarkhill.com

and/or email address and/or to the

attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days

prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver

or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, recipient

email address, as applicable, and an image of the first page of such transmission, or (C) provided by a nationally recognized overnight

delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight

delivery service in accordance with clause (i), (ii), or (iii) above, respectively.

All questions concerning the construction, validity, enforcement, and interpretation of this Agreement

shall be governed by the internal laws of the State of Nevada, without giving effect to any choice

of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of Nevada.

Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein shall be referred to and resolved solely and exclusively by binding arbitration to be conducted

before the JAMS, or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and

Procedures (the “Rules”),

including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in Miami, Florida, before a tribunal consisting of three (3)

arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either

party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the Southern

District of Florida any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment

of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including

but not limited to the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must set

forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered

as soon as reasonably possible and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall

be final and binding on the parties and may be entered by any court having jurisdiction thereof.

If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity

or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity

or enforceability of any provision of this Agreement in any other jurisdiction.

TO THE MAXIMUM PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED HEREBY.

This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto

with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those

set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings

among the parties hereto with respect to the subject matter hereof and thereof.

Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and

be binding upon the successors and permitted assigns of each of the parties hereto.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise

affect the meaning hereof.

This Agreement may be executed in identical counterparts, each of which shall be deemed an original

but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other

party hereto by facsimile transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature

of the party so delivering this Agreement.

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.

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.

This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

IN WITNESS WHEREOF,

the parties have caused this Agreement to be duly executed as of the Execution Date.

IQSTEL, INC.

By: /s/ Leandro Iglesias

Name: Leandro Iglesias

Title: CEO

M2B Funding Corp.

By: /s/

Daniel Kordash

Name: Daniel Kordash

Title: President

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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