Form 8-K

8-K — Smart Powerr Corp.

Accession: 0001213900-26-044619

Filed: 2026-04-16

Period: 2026-04-10

CIK: 0000721693

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0286627-8k_smart.htm (Primary)

EX-4.1 — FORM OF A-1 NOTE DATED APRIL 10, 2026 (ea028662701ex4-1.htm)

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT DATED APRIL 10, 2026 (ea028662701ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286627-8k_smart.htm · Sequence: 1

false

0000721693

2026-04-10

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 10, 2026

SMART POWERR CORP.

(Exact name of registrant as specified in charter)

Nevada

001-34625

90-0093373

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4/F, Tower

Rong Cheng Yun Gu Building

Keji

3 rd Road, Yanta District

Xi’an

City, Shaanix Providence, China

710075

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (86-29) 8765-1097

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

CREG

Nasdaq Stock 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 10, 2026, Smart Powerr Corp., a Nevada

corporation (the “Company”) entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville

Capital, LLC, a Utah limited liability company (“Lender”) pursuant to which the Company issued and sold to the Lender a secured

promissory note in the original principal amount of $1,050,000 (the “A-1 Note”). The A-1 Note carries an original issue discount

of $50,000, and the Company agreed to pay $15,000 to the Lender to cover its legal, accounting and due diligence expenses, which will

be added to the outstanding principal balance of the A-1 Note on the First Closing Date (as defined in the Purchase Agreement). The A-1

Note transaction closed on April 10, 2026, the First Closing Date, at which time Lender paid $1,000,000 to the Company.

Interest under the A-1 Note accrues at a rate

of 8% per annum. The unpaid amount of the A-1 Note, any interest, fees, charges and late fees are due 24 months following the date of

issuance. The Company may prepay all or any portion of the outstanding balance of the A-1 Note in cash equal to 115% multiplied by the

portion of the outstanding balance the Company elects to prepay.

Commencing six months after the date of issuance

of the A-1 Note and at any time thereafter until the A-1 Note is paid in full, the Lender will have the right to redeem up to $200,000

under the A-1 Note per month, which amount will be due and payable in cash within two trading days of the Company’s receipt of a

redemption notice from the Lender.

At any time following the occurrence of a Major

Trigger Event or Minor Trigger Event (each as defined in the A-1 Note), the Lender may, upon prior written notice to the Company, increase

the outstanding balance of the A-1 Note by 15% for each occurrence of any Major Trigger Event and 5% for each occurrence of any Minor

Trigger Event (the “Trigger Effect”), provided that the Trigger Effect may only be applied three times with respect to Major

Trigger Events and three times with respect to Minor Trigger Events and the Trigger Effect does not apply to any default by the Company

or any failure by the Company to observe or perform any covenant, obligation, condition or agreement of the Company under the A-1 Note

or the other transaction documents in any material respect that is not specifically set forth in the A-1 Note or the Purchase Agreement.

In no event will the application of the Trigger Effect exceed 25% in the aggregate.

Subject to certain exceptions described in the

A-1 Note, if the Company fails to cure a Trigger Event within five trading days following the date of transmission of a written demand

notice by the Lender, the Trigger Event will automatically become an Event of Default (as defined in the A-1 Note), provided that the

Company will only have a five trading day cure period with respect to Trigger Events resulting from the Company’s failure to pay

any principal, interest, fees, charges, or any other amount when due and payable under the A-1 Note. Following the occurrence of any Event

of Default, the Lender may, upon written notice to the Company, (i) accelerate the A-1 Note, with the outstanding balance of the A-1 Note

following application of the Trigger Effect (the “Mandatory Default Amount”) becoming immediately due and payable in cash,

and (ii) cause interest on the outstanding balance of the A-1 Note beginning on the date the applicable Event of Default occurred to accrue

at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Notwithstanding the foregoing,

upon the occurrence of certain Trigger Events related to bankruptcy or insolvency, immediately and without notice, an Event of Default

will be deemed to have occurred and the outstanding balance of the A-1 Note as of the date of the occurrence of such bankruptcy-related

Trigger Event will become immediately and automatically due and payable in cash at the Mandatory Default Amount.

The Purchase Agreement also provides that subject

to the satisfaction (or written waiver) of the certain conditions, the Company agrees to issue and sell to Lender and Lender agrees to

purchase from Company a Promissory Note A-2 in the original principal amount of $1,050,000 (the “A-2 Note”) and a Secured

Promissory Note B in the original principal amount of $8,000,000 (the “B Note”, together with the A-1 Note and the A-2 Note,

the “Notes”), of which $1,000,000.00 will be sent to Company and $8,000,000 will be sent to an account at Lakeside Bank owned

by the Company’s newly formed wholly-owned subsidiary, CREG Holdings, LLC, a Utah limited liability company (“CREG Sub”),

to be held pursuant to the Deposit Account Control Agreement (“DACA”). The Company’s obligations under the B Note and

the other transaction documents will be secured by the DACA, a guaranty from CREG Sub (the “Guaranty”) and a pledge (the “Pledge”)

by the Company of all membership interest in CREG Sub (collectively, the “Security Agreements”).

Pursuant to the terms of the Purchase Agreement,

until all of the Company’s obligations under the Notes and all other transaction documents are paid and performed in full, the Company

agreed to comply with certain covenants, including but not limited to the following: (i) the Company agreed not to make any Restricted

Issuances (as defined in the Purchase Agreement and described below) or grant any lien, security interest or encumbrance, other than Permitted

Liens (as defined in the Security Agreement) on any of CREG Sub’s assets, in each case without the Lender’s prior written

consent, which consent may be granted or withheld in the Lender’s sole discretion, and (ii) the Company agreed not to enter into

any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits

the Company from issuing Company securities to the Lender or any of the Lender’s affiliates.

Subject to certain exceptions set forth in the

Purchase Agreement, Restricted Issuances means the issuance, incurrence or guaranty of any debt obligations (including any merchant cash

advance, account receivable factoring or other similar agreement) other than trade payables in the ordinary course of business or any

unsecured commercial loans borrowed from a bank or similar financing institution, or the issuance of any securities that: (1) have or

may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant

to such conversion right varies with the market price of the Company’s shares of common stock, $0.001 par value per share (the “Common

Shares”), (2) are or may become convertible into Common Shares (including without limitation convertible debt, warrants or convertible

preferred shares), with a conversion price that varies with the market price of the Common Shares, even if such security only becomes

convertible following an event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price,

exercise price or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt

or equity security (A) due to a change in the market price of Company’s Common Shares since the date of the initial issuance, or

(B) upon the occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without

limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard

anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); or (4)

are issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

For the avoidance of doubt, none of the following will be considered Restricted Issuances: (i) current or future ATM facilities; (ii)

primary offerings of Common Shares or warrants without variable price mechanics, cashless exercise provisions or any anti-dilution, “alternate

cash exercise” or other similar mechanics or provisions that would allow for the reduction of the exercise price of the warrants

or increase the number of shares exercisable under the warrants, (iii) Common Shares issuable upon the exercise of options or other equity

awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan of Company

whether now in effect or hereafter implemented; (iv) Common Shares issuable upon conversion or redemption of securities or the exercise

of warrants, options or other rights in effect or outstanding, and disclosed in filings by Company available on EDGAR or otherwise in

writing (including by email correspondence) to Investor so long as such instruments are not amended or modified after the date hereof;

and (v) Common Shares issued as consideration for mergers, acquisitions, sale or purchase of assets or other business combinations or

strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.

The foregoing description of the Notes, the Purchase

Agreement, the DACA, the Guaranty and the Pledge does not purport to be complete and is qualified in its entirety by reference to the

full text of the A-1 Note and the Purchase Agreement, copies of which are filed as Exhibits 4.1 and 10.1 to this report, respectively,

and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits

Number

Description

4.1

Form of A-1 Note dated April 10, 2026

10.1

Form of Note Purchase Agreement dated April 10, 2026

104

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

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward

looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form

8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management

for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including

“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,”

“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”

“should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward

looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are

only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk

Factors” or elsewhere in this Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance

or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing

environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact

of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially

from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information

available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking

statement, each of which applies only as of the date of this Form 8-K. Before you invest in our securities, you should be aware that the

occurrence of the events described in the section entitled “Risk Factors” as well as other risks and factors identified from

time to time in the Company’s SEC filings could negatively affect our business, operating results, financial condition and stock

price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after

the date of this Form 8-K to conform our statements to actual results or changed expectations.

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 thereunto

duly authorized.

SMART POWERR CORP.

Date: April 16, 2026

By:

/s/ Yongjiang

Shi

Yongjiang Shi

Chief Financial Officer

EX-4.1 — FORM OF A-1 NOTE DATED APRIL 10, 2026

EX-4.1

Filename: ea028662701ex4-1.htm · Sequence: 2

Exhibit

4.1

PROMISSORY

NOTE A-1

Effective

Date: April __, 2026

U.S.

$1,050,000.00

FOR

VALUE RECEIVED, Smart Powerr Corp., a Nevada corporation (“Borrower”),

promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”),

$1,050,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the

Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the

Outstanding Balance at the rate of eight percent (8%) per annum simple interest from the Purchase Price Date until the same is paid in

full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day

months and shall be payable in accordance with the terms of this Note. This Promissory Note A-1 (this “Note”) is issued

and made effective as of April __, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes

Purchase Agreement dated April __, 2026, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized

terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

This

Note carries an original issue discount of $50,000.00 (the “OID”). In addition, Borrower agrees to pay $15,000.00

to Lender to cover Lender’s legal, accounting and due diligence expenses incurred in connection with the purchase and sale of this

Note (the “Transaction Expense Amount”). The OID is included in the initial principal balance of this Note and is

deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $1,000,000.00 (the

“Purchase Price”), computed as follows: $1,050,000.00 original principal balance, less the OID. The Transaction Expense

Amount will be added to the Outstanding Balance on the Effective Date.

Payment; Prepayment.

1.1.

Payment. All payments owing hereunder shall be in lawful money of the United States of America and delivered to Lender at the

address or bank account furnished by Lender to Borrower for that purpose. All payments shall be applied first to (a) Lender’s reasonable

costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2.

Prepayment. Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. If Borrower exercises its right

to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the portion of the Outstanding

Balance Borrower elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to

by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder.

Monitoring Fee. In the event this Note is outstanding on the six (6) month anniversary of the Purchase Price Date (the “Monitoring

Fee Date”), then Borrower will be charged a one-time fee to cover Lender’s accounting, legal and other costs incurred

in monitoring this Note equal to the Outstanding Balance divided by .80 less the Outstanding Balance (the “Monitoring

Fee”). The Monitoring Fee will be automatically added to the Outstanding Balance on the Monitoring Fee Date. By way of example

only, if the Outstanding Balance on the Monitoring Fee Date were $1,000,000.00, then the Monitoring Fee added to the Outstanding Balance

would be $250,000.00 ($1,000,000.00/.80 - $1,000,000.00). Notwithstanding the foregoing, the Monitoring Fee and interest accrued on the

Monitoring Fee will be forgiven, on a pro rata basis, each time Borrower makes a cash payment hereunder if on the date of such payment

any of the following conditions is true: (a) the twenty (20) day median dollar trading volume of the Common Shares is less than $250,000.00;

(b) the closing bid price for the Common Shares is less than $1.00 for each of the last thirty (30) Trading Days; or (c) Borrower is

in the delisting protocol with Nasdaq.

Guaranty. Borrower’s obligations under this Note are guaranteed by CREG Holdings (as defined in the Purchase Agreement)

pursuant to the Guaranty (as defined in the Purchase Agreement).

Redemptions.

4.1.

Monthly Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, Lender shall have the right, exercisable

at any time in its sole and absolute discretion, to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption

Amount”) per calendar month by providing written notice to Borrower (each, a “Redemption Notice”). The foregoing

Maximum Monthly Redemption Amount will be aggregated with redemptions submitted under all other A Notes (as defined in the Purchase Agreement).

For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt

of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in cash within two (2) Trading Days.

4.2.

Limited Redemptions. Beginning on the six (6) month anniversary of the Purchase Price Date, if at any time thereafter a Limited

Redemption Event occurs, Lender shall have the right to submit a Redemption Notice in an amount up to the Maximum Limited Redemption

Amount at any time during the applicable Limited Redemption Window (“Limited Redemptions”). The Maximum Limited Redemption

Amount will be aggregated with Limited Redemptions made under any other outstanding Notes (as defined in the Purchase Agreement). Borrower

must pay the applicable Limited Redemption amount to Lender in cash within two (2) Trading Days of delivery of the applicable Redemption

Notice. For the avoidance of doubt, Limited Redemptions will not count toward the Maximum Monthly Redemption Amount.

Trigger Events; Defaults; Remedies.

5.1.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails

to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar

official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20)

days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits

in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower makes a general

assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic

or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower; (g) Borrower fails to observe or perform

any covenant set forth in Section 4 of the Purchase Agreement; (h) the occurrence of a Fundamental Transaction without Lender’s

prior written consent, provided, however, that no consent will be required if the Note is paid in full in connection with such Fundamental

Transaction; (i) Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement contained

herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section

5.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by or on behalf of

Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect,

incomplete or misleading in any material respect when made or furnished; (k) Borrower effectuates a reverse split of its Common Shares

without twenty (20) Trading Days prior written notice to Lender, other than a reverse split of the Common Shares to maintain compliance

with the minimum bid price requirements of Nasdaq or other principal market; (l) any money judgment, writ or similar process is entered

or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $250,000.00, and shall remain

unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower receives

a delisting determination notice with respect to its Common Shares from the Nasdaq Listing Qualifications Department; (n) a non-management

supported preliminary proxy is filed against Borrower; and (o) Borrower breaches any covenant or other term or condition contained in

any Other Agreements.

5.2.

Trigger Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding

Balance by applying the Trigger Effect (subject to the limitation set forth below).

5.3.

Defaults. At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower

demanding that Borrower cure such Trigger Event within five (5) Trading Days following the date of transmission of such written notice

by Lender. If Borrower fails to cure the Trigger Event within the required five (5) Trading Day cure period, the Trigger Event will automatically

become an event of default hereunder (an “Event of Default”).

5.4.

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this

Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses 5.1(b) - 5.1(f), an Event of Default

will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become immediately

and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger

Event to become an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Lender

to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest

rate equal to the lesser of eighteen percent (18%) per annum or the maximum rate permitted under applicable law (“Default Interest”).

In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest

or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any and all of its rights

and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by

Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the Note until such time, if any, as Lender

receives full payment pursuant to this Section 5.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event

of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue any other remedies available

to it at law or in equity.

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable

obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now

has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance

with the terms of this Note.

Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right

to have any such opinion provided by its counsel.

Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect

to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine

the proper venue for any disputes are incorporated herein by this reference.

10.

Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

11.

Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be

deemed canceled, and shall not be reissued.

12.

Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

13.

Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned

or transferred by Lender to any of its affiliates without the consent of Borrower so long as such transfer is in accordance with applicable

federal and state securities laws.

14.

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given

in accordance with the subsection of the Purchase Agreement titled “Notices.”

15.

Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of

this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’

inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender

and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but

instead are intended by the parties to be, and shall be deemed, liquidated damages. Lender shall make no claims for liquidated damages

other than those set forth herein.

16.

Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the

objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.

BORROWER:

Smart

Powerr Corp.

By:

Guohua

Ku, Chief Executive Officer

ACKNOWLEDGED,

ACCEPTED AND AGREED:

LENDER:

Streeterville

Capital, LLC

By:

John

Fife, President

[Signature

Page to Promissory Note A-1]

ATTACHMENT

DEFINITIONS

For

purposes of this Note, the following terms shall have the following meanings:

A1.

“Common Shares” means shares of Borrower’s common stock, par value $0.001 per share.

A2.

“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,

in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving

corporation) any other person or entity, (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more

related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective

properties or assets to any other person or entity, provided that the value of such properties or assets exceeds 15% of the total assets

of Borrower and its subsidiaries on a consolidated basis, (iii) Borrower or any of its subsidiaries shall, directly or indirectly,

in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by

the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower

held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase,

tender or exchange offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the

outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities

making or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement

or other business combination), (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

reorganize, recapitalize or reclassify the Common Shares or preferred stock, other than an increase in the number of authorized Common

Shares or preferred stock, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or entity under common ownership

or control with Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution to its shareholders;

or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the

1934 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder) is or shall become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power

represented by issued and outstanding voting stock of Borrower. For the avoidance of doubt, Borrower or any of its subsidiaries entering

into a definitive agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental Transaction unless such agreement

contains a closing condition that this Note is repaid in full upon consummation of the transaction.

A3.

“Limited Redemption Event” means that on any given Trading Day the Common Shares trade at a price that is at least

ten percent (10%) greater than the Nasdaq Minimum Price for such Trading Day.

A4.

“Limited Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on

the date that is five (5) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one

(1) Limited Redemption Window may be open at the same time.

A5.

“Major Trigger Event” means any Trigger Event occurring under Sections 5.1(a) - 5.1(h).

A6.

“Mandatory Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A7.

“Maximum Limited Redemption Amount” means five percent (5%) of the cumulative dollar trading volume on the Trading

Day that a Limited Redemption Event occurs; measured as the cumulative dollar trading volume on all exchanges beginning at 4:01 PM Eastern

Time on the Trading Day before the occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the Trading Day during

which the Limited Redemption Event occurs.

A8.

“Maximum Monthly Redemption Amount” means $200,000.00.

A9.

“Minor Trigger Event” means any Trigger Event that is not a Major Trigger Event.

A10.

“Nasdaq Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

A11.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by

Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material

agreement.

A12.

“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case

may be, pursuant to the terms hereof for payment, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid

interest (including Default Interest), collection and enforcements costs (including reasonable attorneys’ fees) incurred by Lender,

transfer, stamp, issuance and similar taxes and fees incurred under this Note.

A13.

“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.

A14.

“Trading Day” means any day on which Borrower’s principal trading market (or such other principal market for

the Common Shares) is open for trading.

A15.

“Trigger Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by

(a) fifteen percent (15%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger

Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the

sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Trigger Event occurred; provided

that the Trigger Effect may only be applied three (3) times hereunder with respect to Major Trigger Events and three (3) times hereunder

with respect to Minor Trigger Events. Notwithstanding the foregoing, the application of the Trigger Effects will be capped at twenty-five

percent (25%) in the aggregate.

EX-10.1 — FORM OF NOTE PURCHASE AGREEMENT DATED APRIL 10, 2026

EX-10.1

Filename: ea028662701ex10-1.htm · Sequence: 3

Exhibit

10.1

Notes Purchase Agreement

This

Notes Purchase Agreement (this “Agreement”), dated as of April 10, 2026, is entered into by and between Smart

Powerr Corp., a Nevada corporation (“Company”), and Streeterville Capital,

LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company

and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Section

4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 promulgated thereunder by the United

States Securities and Exchange Commission (the “SEC”).

B. Investor

desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (i) a Promissory

Note A-1 in the original principal amount of $1,050,000.00 in the form attached hereto as Exhibit A (the “A-1 Note”),

(ii) a Promissory Note A-2 in the original principal amount of $1,050,000.00 in the form attached hereto as Exhibit B (the “A-2

Note”, and together with the A-1 Note and any notes issued pursuant to Section 1.8 below, the “A Notes”),

and (iii) a Secured Promissory Note B in the original principal amount of $8,000,000.00 in the form attached hereto as Exhibit C

(the “B Note”, and together with the A Notes, the “Notes”; each individually, a “Note”).

C. This

Agreement, the Notes, the DACA (as defined below), the Pledge Agreement (as defined below), the Guaranty (as defined below), and all other

certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as

the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents.”

NOW, THEREFORE, in

consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

Company and Investor hereby agree as follows:

1. Purchase

and Sale of Notes.

1.1. Purchase

of Notes. Company hereby agrees to issue and sell to Investor and Investor hereby agrees to purchase from Company the A-1 Note. In

consideration thereof, Investor agrees to pay $1,000,000.00 (the “First Closing Purchase Price”) to Company. Upon satisfaction

of the conditions set forth in Section 5.2 and Section 6.2 below, Company agrees to issue and sell to Investor and Investor agrees to

purchase from Company the A-2 Note and the B Note for a purchase price of $9,000,000.00 (the “Second Closing Purchase Price”).

1.2. First

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5.1 and Section 6.1 below, the

date of the issuance and sale of the A-1 Note pursuant to this Agreement (the “First Closing Date”) shall be April

10, 2026, or such other mutually agreed upon date. The closing of the purchase and sale of the A-1 Note (the “First Closing”)

shall occur on the First Closing Date by means of the exchange of electronic signatures but shall be deemed for all purposes to have occurred

at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

1.3. Second

Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5.2 and Section 6.2 below, the

date of the issuance and sale of the A-2 Note and the B Note pursuant to this Agreement (the “Second Closing Date”)

shall occur on a mutually agreed upon date following satisfaction of all applicable closing conditions. The closing of the purchase and

sale of the A-2 Note and the B Note (the “Second Closing”) shall occur on the Second Closing Date by means of the exchange

of electronic signatures but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in

Lehi, Utah. Notwithstanding the foregoing, Investor will have no obligation to consummate the Second Closing if the Second Closing has

not occurred by April 24, 2026.

1.4. Form

of Payment. On the First Closing Date, Investor shall pay the First Closing Purchase Price to Company via wire transfer of immediately

available funds against delivery of the A-1 Note. On the Second Closing Date, Investor shall pay the Second Closing Purchase Price to

Company via wire transfer of immediately available funds against delivery of the A-2 Note and the B Note as follows: (i) $1,000,000.00

of the Second Closing Purchase Price will be sent to Company for the A-2 Note; and (ii) $8,000,000.00 of the Purchase Price will be sent

to Lakeside Bank to be held pursuant to the DACA for the B Note.

1.5. Original

Issue Discount; Transaction Expense Amount. The A-1 Note and A-2 Note each carry an original issue discount of $50,000.00 (the “OID”).

In addition, Company agrees to pay $15,000.00 to Investor to cover Investor’s legal, administrative and due diligence expenses incurred

in connection with the purchase and sale of the Notes (the “Transaction Expense Amount”). The Transaction Expense Amount

will be added to the outstanding principal balance of the A-1 Note on the First Closing Date.

1.6. Collateral

Agreements. The B Note shall be secured by: (i) cash held in a deposit account (“Deposit Account”) pursuant to

a Deposit Account Control Agreement in the form attached hereto as Exhibit D (the “DACA”), and (ii) a Pledge

Agreement in the form attached hereto as Exhibit E (the “Pledge Agreement”). Company hereby grants to Investor

a first-position security interest in the Deposit Account and acknowledges and agrees that Investor will have the right to file a UCC-1

Financing Statement with respect to the Deposit Account.

1.7. Guaranty.

Company’s obligations under all of the Notes will be guaranteed by a Guaranty in the form attached hereto as Exhibit F (the

“Guaranty”). The Guaranty will be executed by Company’s subsidiary, CREG Holdings, LLC, a Utah limited liability

company (“CREG Holdings”).

1.8. B

Note Exchanges. If at any time the aggregate outstanding balance of all A Notes is less than or equal to $1,000,000.00, then, subject

to the mutual written agreement of Company and Investor, Company may exchange up to $1,000,000.00 (or such other amount as the parties

mutually agree) of the B Note for an A Note in the same form as the A-1 Note (each, a “Note Exchange”). Each Note Exchange

will be effected pursuant to Section 3(a)(9) of the 1933 Act. Each additional A Note issued pursuant to a Note Exchange will have the

same maturity, interest rate, OID percentage, Monitoring Fee (as defined in the A-1 Note), and other economic and other terms as the A-1

Note. For the avoidance of doubt, the Monitoring Fee for an A Note issued pursuant to a Note Exchange will be assessed and added to the

new A Note balance on the exchange date. Upon completion of a Note Exchange, an amount equal to the portion of the outstanding balance

of the B Note exchanged for the applicable A Note will be eligible to be released from the Deposit Account. No additional Transaction

Expense Amount will be assessed in connection with the issuance of the A-2 Note, the B Note, or any A Note pursuant to a Note Exchange.

2. Investor’s

Representations and Warranties. Investor represents and warrants to Company that as of the First Closing Date and the Second Closing

Date: (i) this Agreement has been duly and validly authorized by Investor; (ii) this Agreement constitutes a valid and binding agreement

of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in

Rule 501(a) of Regulation D of the 1933 Act; and (iv) Investor is not registered as a ‘broker’ or ‘dealer’ under

the 1934 Act.

3. Company’s

Representations and Warranties. Company represents and warrants to Investor that as of the First Closing Date and the Second Closing

Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation

and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly

qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted

or property owned by it makes such qualification necessary; (iii) Company has registered its shares of common stock, $0.001 par value

per share (the “Common Shares”), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the

Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary

actions have been taken; (v) each of the Transaction Documents has been duly executed and delivered by Company and constitute the valid

and binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction Documents

by Company and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not conflict

with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s incorporation

documents or bylaws, each as currently in effect, or other applicable organizational documents (b) any indenture, mortgage, deed of trust,

or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound or (c)

any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal, state

or foreign regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company’s

properties or assets, except, in the cases of subsections (b) and (c) above, for any and such conflict, breach or default which (individually

or in the aggregate) would not reasonably be expected to have a material adverse effect on Company; (vii) except as have been obtained

prior to the Closing, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory

organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance

of the Notes to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC contained,

at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein

or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) within

the last one year, Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with

the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule,

form, statement or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or

investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company

before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any other

person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely affect

the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction Documents;

(xi) Company has not consummated any financing transaction that has not been disclosed in a periodic filing or current report with the

SEC under the 1934 Act; (xii) Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,”

as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement

agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity as a result

of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full

compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered

broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf

of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby

and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, managers,

agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation

and attorneys’ fees) and expenses suffered in respect of any such claimed or existing Broker Fees; (xv) neither Investor nor any

of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any representations or warranties

to Company or any of its officers, directors, employees, agents or representatives except as expressly set forth in the Transaction Documents

and, in making its decision to enter into the transactions contemplated by the Transaction Documents, Company is not relying on any representation,

warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than

as set forth in the Transaction Documents; (xvi) Company acknowledges that the State of Utah has a reasonable relationship and sufficient

contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws

and venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to the Transaction Documents

and the transactions contemplated therein; (xvii) Company acknowledges that Investor is not registered as a ‘dealer’ under

the 1934 Act; and (xviii) Company has performed due diligence and background research on Investor and its affiliates and has received

and reviewed the due diligence summary sheet provided by Investor. Company, being aware of the matters and legal issues described in subsections

(xvii) and (xviii) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated

by the Transaction Documents and covenants and agrees it will not use any such information or legal theory as a defense to performance

of its obligations under the Transaction Documents or in any attempt to avoid, modify, reduce, rescind or void such obligations.

4. Company

Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within

the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as Investor

beneficially owns any Note and for at least twenty (20) Trading Days (as defined in the Notes) thereafter, Company will timely file on

the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will

take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in

accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports

under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) Company will ensure

that its Common Shares are listed or quoted for trading on NYSE, NYSE American, or Nasdaq; (iii) Company will ensure that trading in its

Common Shares will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading

market; (iv) Company will not make any Restricted Issuance (as defined below) without Investor’s prior written consent, which consent

may be granted or withheld in Investor’s sole and absolute discretion; (v) Company will not enter into any agreement or otherwise

agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a) from entering

into a variable rate transaction with Investor or any affiliate of Investor, or (b) from issuing Common Shares, preferred stock, warrants,

convertible notes, other debt securities, or any other Company securities to Investor or any affiliate of Investor; (vi) neither Company

nor CREG Holdings will grant any security interest, lien, pledge, guaranty or other encumbrance with respect to any of its assets or equity;

(vii) Company will notify Investor of any action, suit, proceeding, inquiry or investigation filed or initiated against Company or CREG

Holdings within three (3) Trading Days of the initiation of such; (viii) neither Company nor CREG Holdings will sell, transfer, or issue

any equity or grant any rights to any equity interest or voting rights in CREG Holdings; (ix) Company will not allow CREG Holdings to

issue, incur, or guaranty any debt or conduct any business operations; and (x) if the closing bid price of the Common Shares is less than

$1.00 for ten (10) consecutive Trading Days, Company must effect a reverse split to its Common Shares within ten (10) Trading Days.

For purposes hereof, the term

“Restricted Issuance” means the issuance, incurrence or guaranty of any debt obligations (including any merchant cash

advance, account receivable factoring or other similar agreement) other than trade payables in the ordinary course of business or any

unsecured commercial loans borrowed from a bank or similar financing institution, or the issuance of any securities that: (1) have or

may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant

to such conversion right varies with the market price of the Common Shares, (2) are or may become convertible into Common Shares (including

without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the market price

of the Common Shares, even if such security only becomes convertible following an event of default, the passage of time, or another trigger

event or condition; (3) have a fixed conversion price, exercise price or exchange price that is subject to being reset at some future

date at any time after the initial issuance of such debt or equity security (A) due to a change in the market price of Company’s

Common Shares since the date of the initial issuance, or (B) upon the occurrence of specified or contingent events directly or indirectly

related to the business of Company (including, without limitation, any “full ratchet” or “weighted average” anti-dilution

provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock

split or other similar transaction); or (4) are issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or

any other similar settlement or exchange. For the avoidance of doubt, none of the following will be considered Restricted Issuances: (i)

current or future ATM facilities; (ii) primary offerings of Common Shares or warrants without variable price mechanics, cashless exercise

provisions or any anti-dilution, “alternate cash exercise” or other similar mechanics or provisions that would allow for the

reduction of the exercise price of the warrants or increase the number of shares exercisable under the warrants, (iii) Common Shares issuable

upon the exercise of options or other equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership

plan or dividend reinvestment plan of Company whether now in effect or hereafter implemented; (iv) Common Shares issuable upon conversion

or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by

Company available on EDGAR or otherwise in writing (including by email correspondence) to Investor so long as such instruments are not

amended or modified after the date hereof; and (v) Common Shares issued as consideration for mergers, acquisitions, sale or purchase of

assets or other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital

raising purposes.

5. Conditions

to Company’s Obligation to Sell.

5.1. The

obligation of Company hereunder to issue and sell the A-1 Note to Investor at the First Closing is subject to the satisfaction, on or

before the First Closing Date, of each of the following conditions:

(a) Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

(b) Investor

shall have delivered the First Closing Purchase Price to Company in accordance with Section 1.4 above.

5.2. The

obligation of Company hereunder to issue and sell the A-2 Note and B Note to Investor at the Second Closing is subject to the satisfaction,

on or before the Second Closing Date, of each of the following conditions:

(a) Investor

shall have executed all applicable Transaction Documents and delivered the same to Company.

(b) Investor

shall have delivered the Second Closing Purchase Price to Company in accordance with Section 1.4 above.

6. Conditions

to Investor’s Obligation to Purchase.

6.1. The

obligation of Investor hereunder to purchase the A-1 Note at the First Closing is subject to the satisfaction, on or before the First

Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived

by Investor at any time in its sole discretion:

(a) Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

(b) Company

shall have delivered to Investor a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

G evidencing Company’s approval of the Transaction Documents.

6.2. The

obligation of Investor hereunder to purchase the A-2 Note and the B Note at the Second Closing is subject to the satisfaction, on or before

the Second Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and

may be waived by Investor at any time in its sole discretion:

(a) Company

shall have executed all applicable Transaction Documents and delivered the same to Investor.

(b) CREG

Holdings and Lakeside Bank shall have executed and delivered the DACA to Investor.

Holdings shall have executed and delivered the Guaranty to Investor.

(d) The

closing bid price of the Common Shares must have been greater than $1.00 for at least five (5) consecutive Trading Days prior to the Second

Closing Date.

7. Most

Favored Nation. So long as any Note is outstanding, upon any issuance by Company of any debt security with any economic term or condition

more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to

Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable economic term and such

term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company

fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term

to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction

Documents retroactive to the date on which such term was granted to the applicable third party. The types of economic terms contained

in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing convertibility,

conversion discounts, conversion lookback periods, floor prices, interest rates, original issue discounts, conversion prices, warrant

coverage, warrant exercise prices, and anti-dilution/conversion and exercise price resets.

8. Foreign

Company Representations.

8.1. OFAC

Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive

Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise,

as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation,

or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United

States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on

behalf of, any such person, group, entity or nation.

8.2. Foreign

Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person acting

on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate funds for any

unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful

payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision

of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other

unlawful payment to any foreign or domestic government official or employee.

8.3. Patriot

Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including, without

limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit to Company or from otherwise conducting

business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity as may be requested by Investor

at any time to enable Investor to verify Company’s identity or to comply with any applicable law or regulation, including, without

limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company shall comply with all requirements of law relating

to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Upon Investor’s request

from time to time, Company shall certify in writing to Investor that Company’s representations, warranties and obligations under

this Section 8.3 remain true and correct and have not been breached. Company shall immediately notify Investor in writing if any of such

representations, warranties or covenants are no longer true or have been breached or if Company has a reasonable basis to believe that

they may no longer be true or have been breached. In connection with such an event, Company shall comply with all requirements of law

and directives of governmental authorities and, at Investor’s request, provide to Investor copies of all notices, reports and other

communications exchanged with, or received from, governmental authorities relating to such an event. Company shall also reimburse Investor

any reasonable, documented, and out-of-pocket expense incurred by Investor directly attributable to evaluating the effect of such an event

on the loan secured hereby, in obtaining any necessary license from governmental authorities required for Investor to enforce its rights

under the Transaction Documents, and in complying with all requirements of law applicable to Investor as the result of the existence of

such an event and for any penalties or fines imposed upon Investor as a result thereof.

8.4. Outbound

Investment Status. Company represents and warrants to Investor, as of the Closing Date, that: Company is not a “covered foreign

person” under 31 C.F.R. § 850.209. Furthermore, Company does not currently engage, and has no intention to engage, in any “covered

activity” or “covered transaction” (as defined in 31 C.F.R. §§ 850.208 and 850.210) that would result in a

“notifiable transaction” or a “prohibited transaction” (as defined in 31 C.F.R. § 850.217 and 850.224), or

that would otherwise violate, or cause Investor to violate, any “Outbound Investment Law.” For purposes of this Agreement,

“Outbound Investment Law” refers to any legal requirement related to the “Outbound Investment Regulations”

(31 C.F.R. §§ 850.101–850.904) and Executive Order 14105.

9. Miscellaneous.

The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these terms

were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in this Section

9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.

9.1. Arbitration

of Claims. The parties shall submit all Claims (as defined in Exhibit H) arising under this Agreement or any other Transaction

Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding

arbitration pursuant to the arbitration provisions set forth in Exhibit H attached hereto (the “Arbitration Provisions”).

For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued in an arbitration that

is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby

acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other

provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company

acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

9.2. Governing

Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect to

any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that the exclusive venue for

arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates

shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions, for any litigation arising in connection with any of the Transaction Documents, each party hereto hereby (i) consents to and

expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly

submits to the exclusive venue of any such court for the purposes hereof, and (iii) waives any claim of improper venue and any claim or

objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in

such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Company acknowledges that the governing

law and venue provisions set forth in this Section 9.2 are material terms to induce Investor to enter into the Transaction Documents and

that but for Company’s agreements set forth in this Section 9.2 Investor would not have entered into the Transaction Documents.

9.3. Specific

Performance. Company acknowledges and agrees that Investor may suffer irreparable harm if Company fails to perform any material provision

of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor

shall be entitled to seek one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such other Transaction

Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which Investor

may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees that: (i) following an Event of Default

(as defined in the Notes) under any Note, Investor shall have the right to seek injunctive relief from a court or an arbitrator prohibiting

Company from issuing any of its Common Shares or preferred stock to any party unless fifty percent (50%) of the gross proceeds received

by Company in connection with such issuance are simultaneously used by Company to make a payment under the Notes; (ii) following a breach

of Section 4(v) above, Investor shall have the right to seek injunctive relief from a court or arbitrator invalidating such lock-up; and

(iii) if Company enters into a definitive agreement that contemplates a Fundamental Transaction (as defined in the Notes), unless such

agreement contains a closing condition that the Notes are repaid in full upon consummation of the transaction or Investor has provided

its written consent in writing to such Fundamental Transaction, Investor shall have the right to seek injunctive relief from a court or

arbitrator preventing the consummation of such transaction. Company specifically acknowledges that Investor’s right to obtain specific

performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the

avoidance of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against Company or specific performance

of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document,

at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents,

nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res

judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.

9.4. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via exchange of electronic signatures (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.5. Headings.

The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this

Agreement.

9.6. Severability.

In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule

of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of

any other provision hereof.

9.7. Entire

Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor makes

any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term sheets

or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction

Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any

affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there

is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents

shall govern.

9.8. Amendments.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.

9.9. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered or the third

business day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date delivered

or the third business day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the

other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar

days’ advance written notice similarly given to each of the other parties hereto):

If to Company:

Smart Powerr Corp.

Attn: Guohua Ku

4/F, Tower C

Rong Cheng Yun Gu Building,

Keji 3rd Road, Yanta District

Xi’an City, Shaan Xi Province

China 710075

If to Investor:

Streeterville Capital, LLC

Attn: John Fife

297 Auto Mall Drive, Suite #4

St. George, Utah 84770

Email: jfife@chicagoventure.com

With a copy to (which copy shall not constitute notice):

Hansen Black Anderson Ashcraft PLLC

Attn: Jonathan Hansen

3051 West Maple Loop Drive, Suite 325

Lehi, Utah 84048

Email: jhansen@hbaalaw.com

9.10. Successors

and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Investor

hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to obtain Company’s

consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder without the prior

written consent of Investor.

9.11. Survival.

The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder

notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and hold harmless Investor

and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or

alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants

and obligations under this Agreement, including advancement of expenses as they are incurred.

9.12. 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.

9.13. Investor’s

Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents are cumulative

and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that Investor may

have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute,

and any and all such rights and remedies may be exercised from time to time and as often and in such order as Investor may deem expedient.

9.14. Attorneys’

Fees and Cost of Collection. In the event any suit, action or arbitration is filed by either party against the other to interpret

or enforce any of the Transaction Documents, the unsuccessful party to such action agrees to pay to the prevailing party all costs and

expenses, including reasonable attorneys’ fees incurred therein, including the same with respect to an appeal. The “prevailing

party” shall be the party in whose favor a judgment is entered, regardless of whether judgment is entered on all claims asserted

by such party and regardless of the amount of the judgment; or where, due to the assertion of counterclaims, judgments are entered in

favor of and against both parties, then the arbitrator shall determine the “prevailing party” by taking into account the relative

dollar amounts of the judgments or, if the judgments involve nonmonetary relief, the relative importance and value of such relief. Nothing

herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

If (i) any Note is placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings,

or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect amounts due under

the Notes or to enforce the provisions of the Notes, or (ii) there occurs any bankruptcy, reorganization, receivership of Company

or other proceedings affecting Company’s creditors’ rights and involving a claim under the Notes; then Company shall pay the

costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership

or other proceeding, including, without limitation, reasonable attorneys’ fees, expenses, deposition costs, and disbursements.

9.15. Waiver.

No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting the

waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to

any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a

party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

9.16. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES

HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE

STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S

RIGHT TO DEMAND TRIAL BY JURY.

9.17. Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the other

Transaction Documents.

9.18. Voluntary

Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions needed

for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents and

fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived the

right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or undue

influence by Investor or anyone else.

9.19. Third-Party

Beneficiaries. This Agreement and each of the other Transaction Documents is intended for the benefit of the parties hereto and their

respective permitted successors and assigns, including CREG Holdings. There are no third-party beneficiaries of this Agreement or any

other Transaction Document. Nothing in this Agreement or any other Transaction Document, express or implied, is intended to confer upon

any other person any rights, remedies, obligations or liabilities of any nature whatsoever.

[Remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, the undersigned

Investor and Company have caused this Agreement to be duly executed as of the date first above written.

INVESTOR:

Streeterville Capital, LLC

By:

John Fife, President

COMPANY:

Smart Powerr Corp.

By:

Guohua Ku, Chief Executive Officer

ATTACHED EXHIBITS:

Exhibit A

A-1 Note

Exhibit B

A-2 Note

Exhibit C

B Note

Exhibit D

DACA

Exhibit E

Pledge Agreement

Exhibit F

Guaranty

Exhibit G

Officer’s Certificate

Exhibit H

Arbitration Provisions

[Signature Page to Notes

Purchase Agreement]

Exhibit

ARBITRATION PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction

Documents and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,

fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition

precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement

(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s

pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor under

the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate

arbitration in the future. The parties to the Agreement (the “parties”) hereby agree that the Claims may be arbitrated

in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all

other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are binding on each of them. As a result, any

attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these

Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other

reason is subject to these Arbitration Provisions. Any capitalized term not defined in these Arbitration Provisions shall have the meaning

set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation reasonable attorneys’ fees, incurred in connection with or incident

to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement.

The Arbitration Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”)

(with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award.

Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict

with or vary from these Arbitration Provisions.

4. Arbitration

Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving

written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section

9.9 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice may not be given

by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party

under the Notice Provision (the “Service Date”). After the Service Date, information may be delivered, and notices

may be given, by email or fax pursuant to the Notice Provision or any other method permitted thereunder. The Arbitration Notice must describe

the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration

Notice must be pleaded consistent with the Utah Rules of Civil Procedure.

Arbitration Provisions, Page 1

4.2 Selection

and Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three

(3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt,

each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor

has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed

Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed

Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written

notice of such selection to Company.

(b) If Investor fails

to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above,

then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that

are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then,

within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to

Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor

fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company

may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to

Investor.

chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator

may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator

declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise

unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.

(d) The date that the

Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve

as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns

or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue

the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator

shall be selected under the then prevailing rules of the American Arbitration Association.

(e) Subject to Paragraph

4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or

fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default

Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the

Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,

the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such

party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to

the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act.

Arbitration Provisions, Page 2

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a) Written discovery

will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written

discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.

The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these

Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:

(i) To

facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No party shall be

allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including

discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions

(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by

the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated

reasonable attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of reasonable attorneys’ fees within five (5) calendar days of its receipt of a deposition

notice, then such party shall be deemed to have waived its right to the estimated reasonable attorneys’ fees. The party taking the

deposition must pay the party defending the deposition the estimated reasonable attorneys’ fees prior to taking the deposition,

unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes

that the estimated reasonable attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.

All depositions will be taken in Utah.

(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.

The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed

discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party

will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate

of the reasonable attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge

to each applicable discovery request. After receipt of an estimate of reasonable attorneys’ fees and costs and/or challenge(s) to

one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding

as to the likely reasonable attorneys’ fees and costs associated with responding to the discovery requests and issue an order that

(i) requires the requesting party to prepay the reasonable attorneys’ fees and costs associated with responding to the discovery

requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five

(25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate

of reasonable attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator

will make a finding that (A) there are no reasonable attorneys’ fees or costs associated with responding to such discovery requests,

and (B) the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar

days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including

without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay

the estimated reasonable attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the

same, unless such obligation is deemed waived as set forth above.

(d) In order to allow

a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration

Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not

satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify

such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

Arbitration Provisions, Page 3

(e) Each party may submit

expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement

Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of

all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including

a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has

testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid

for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for

no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in

the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator

and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven

(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum

in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery

of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and

to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party

shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required

above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration

Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information

and confidential information upon the written request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must

be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and

directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a

scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable

the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award; and

(b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Provisions, Page 4

5. Arbitration

Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award

will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with

proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within ten (10)

calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are

designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)

(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance

of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator

who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after

the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice

to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select

three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators

from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.

(b) If the Appellee

fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant

to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify

the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of

whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the

Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such

selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the

arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members

of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.

Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may

select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d)The date that

all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to

both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement

Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including

via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead

arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration

Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon

the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal

Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings,

a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel.

If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected

under the then prevailing rules of the American Arbitration Association.

Arbitration Provisions, Page 5

(d) Subject to Paragraph

5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct

a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions

of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious

disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,

together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal

Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit

the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,

and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation reasonable attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award

shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration

Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.

Arbitration Provisions, Page 6

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper

under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may

not award exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation

in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

Arbitration Provisions, Page 7

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