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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):
December 15, 2023
REMSLEEP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
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000-53450 |
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47-5386867 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
14175 Icot Boulevard, Suite 300
Clearwater, Florida 33760
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: 813-367-3855
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
None |
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N/A |
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N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark
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.
Purchase Agreement and Warrant
On December 15, 2023, Remsleep Holdings, Inc.
(the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Quick Capital, LLC (“Quick
Cap”), pursuant to which Quick Cap has agreed to purchase from the Company up to 300,000,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), subject to certain limitations, from time-to-time during the term
of the Purchase Agreement. The term of Quick Cap’s obligation to purchase the Common Stock commences on the effectiveness of a registration
statement on Form S-1, to be filed by the Company (the “Registration Statement”), and ends on the earlier of (i) an
event of default under the Purchase Agreement; or, (ii) 15-days written notice from one party to the other.
The Company may, from time-to-time and in its
sole discretion, direct Quick Cap to purchase shares of the Company’s Common Stock upon the satisfaction of certain conditions set
forth in the Purchase Agreement at a purchase price per share based on a discount to the market price of the Company’s Common Stock
at the time of sale as computed under the Purchase Agreement. Quick Cap may not assign or transfer its rights and obligations under the
Purchase Agreement.
The Purchase Agreement prohibits the Company from
directing Quick Cap to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then
beneficially owned by Quick Cap, would result in Quick Cap and its affiliates exceeding 4.99% of the Company’s then outstanding
equity.
Pursuant to the terms of the Purchase Agreement,
the Company issued a three-year warrant to purchase 15,000,000 shares of Company Common Stock to Quick Cap, at a purchase price of
$0.015 per share, as additional consideration for its commitment to purchase shares of the Company’s Common Stock under the Purchase
Agreement (the “Warrant”). The Warrant is fully earned upon the delivery of the first put notice from the Company to Quick
Cap. The Warrant provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise
due to future corporate events. The Warrant also contains a cashless exercise feature.
The foregoing description of the Purchase Agreement
and the Warrant does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Warrant,
a copy of which is attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference herein.
Registration Rights Agreement
In connection with the Purchase Agreement, the
Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Quick Cap, dated as of December
15, 2022, pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration
statement to register for resale the shares of Common Stock that have been or may be issued to Quick Cap under the Purchase Agreement
within 30 days of the date of the Purchase Agreement.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a
copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 1.02. Termination of Material Agreement.
On December 15, 2023, the Company and Janbella
Group, LLC terminated a similar purchase agreement (the “Janbella Purchase Agreement”) entered into between the parties on
September 18, 2023, pursuant to which Janbella Group, LLC had agreed to purchase of to 300,000,000 shares of the Company’s common
stock, par value $0.001 per share, subject to certain limitations, from time-to-time during the term of the Purchase Agreement. Other
than post termination obligations set forth in the Janbella Purchase Agreement, the parties have no ongoing obligations.
Item 3.02. Unregistered Shares of Equity
Securities.
The applicable information contained above in
Item 1.01 relating to the Purchase Agreement and the Warrant is hereby incorporated by reference into this Item 3.02. Based in part upon
the representations of Quick Cap in the Purchase Agreement, the offering and sale of the securities will be made in reliance on the exemption
afforded by Section 4(2) and/or Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and corresponding
provisions of state securities or “blue sky” laws. The securities will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the
registration requirements. The sale of the securities will not involve a public offering and will be made without general solicitation
or general advertising. Quick Cap represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation
D under the Securities Act, and that it is acquiring the securities as principal for its own account and not with a view to or for distributing
or reselling the securities in violation of the U.S. federal securities laws.
Neither this Current Report on Form 8-K nor any
exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: December 18, 2023 |
REMSLEEP HOLDINGS, INC. |
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BY: |
/S/ THOMAS J. WOOD |
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Thomas J. Wood, |
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Chief Executive Officer |
3
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE
WARRANT
REMSLEEP HOLDINGS, INC.
Warrant Shares: 15,000,000 (5% of the 300,000,000 shares
Equity Purchase (defined below) @.015 per share) Date of Issuance: December 15, 2023 (the “Issuance Date”)
THIS COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain
300,000,000 share equity purchase agreement dated December 15, 2023, entered into between the Company (as defined below) to the Lender
(as defined below) (the “Equity Purchase”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender”
and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from REMSLEEP HOLDINGS, INC.,
a Nevada corporation (the “Company”), up to 15,000,000 shares of Common Stock (as defined below) (the “Warrant
Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised
is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the Issuance Date pursuant to
the Equity Purchase dated December 15, 2023, between the Company and the Lender (the “Purchase Agreement”).
Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this
Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean) $0.012
per share subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise
Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the
third-year anniversary of such date.
1. EXERCISE OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in
part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be
required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in
purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before
the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have
received the Exercise Notice, which Exercise Notice must be received by the Company prior to 1 p.m., Eastern Standard Time to count
as received on such date, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery
Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise if permitted under the
terms of this Warrant, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer
agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection
with any exercise and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any
exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with
respect to which this Warrant is exercised.
If the Company
fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed
an “Event of Default” under the Note. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Warrant
is not delivered by the Warrant Share Delivery Date the Company shall pay to the Holder $500 per day, for each day beyond the Warrant
Share Delivery Date that the Company fails to deliver such Common Stock (unless such failure results from war, acts of terrorism, an epidemic,
or natural disaster). Such amount shall be paid to Holder in cash by the fifth day of the month following the month in which it has accrued.
The Company agrees that the right to exercise the Warrant is a valuable right to the Holder. The damages resulting from a failure, attempt
to frustrate, interference with such exercise right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that
the liquidated damages provision contained in this Section 1(a) are justified.
If the Market
Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to
a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any
portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to
Holder a number of Common Stock computed using the following formula:
X = Y (A-B)
A
|
Where |
X = |
the number of Shares to be issued to Holder. |
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Y = |
the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation). |
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A = |
the Market Price (at the date of such calculation). |
|
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B = |
Exercise Price (as adjusted to the date of such calculation). |
(b)
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay to the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.
(c) Holder’s
Exercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set
forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as such term is defined under
the Exchange Act), and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would
beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted
portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and
the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination.
For purposes
of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may
be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting
forth the number of shares of Common Stock outstanding. Upon the request of the Holder, the Company shall within two Trading Days confirm
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or
its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor
Holder of this Warrant.
2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:
(a)
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case:
(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of
shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale
Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution
(as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such
record date; and
(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled
to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock
is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant
Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number
of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised
this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause
(i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).
(b)
Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common
Stock into a larger number of shares, or (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 2(b) shall become effective immediately after the effective date in the case of a subdivision or
combination.
(c) Anti-Dilution;
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is
outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or
announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person
or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note),
at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock
Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such
issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise
Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made
whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the
Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(c), indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such
notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a
Dilutive Issuance Notice pursuant to this Section 2(c), upon the occurrence of any Dilutive Issuance, the Holder is entitled
to receive such adjustment. Without duplication of any adjustment otherwise provided for in Section 2 of this Warrant, the
number of Common Stock issuable upon conversion of the Warrant shall, after the Issuance Date, be subject to general anti-dilution
adjustment such that upon any issuances of Common Stock by the Company (not in connection with this Warrant), the number of Warrant
Shares issuable under this Warrant shall be adjusted on such date by adding thereto the number of shares of Common Stock which would
maintain the Holder’s ownership percentage (if this Warrant was exercised) of the outstanding Common Stock of the Company on a
fully diluted basis as that percentage on the Issuance Date.
3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into
another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii)
the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities,
cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any
additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the
purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right
to exercise such warrant into Alternate Consideration.
4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the
Holder as set forth in this Warrant against impairment . Without limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in
effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant
is outstanding, have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable
under the Warrant, or as otherwise required under the Purchase Agreement, to provide for the exercise of the rights represented by
this Warrant (without regard to any limitations on exercise).
5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.
6. REISSUANCE.
(a) Lost,
Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to
indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.
(b)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.
7. TRANSFER.
(a)
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected
without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify
the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however,
that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in
violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee
or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations,
warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.
(b)
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.
(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under the Purchase Agreement (registration rights, expenses, and indemnity).
8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such
adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to
any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or
other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other
property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental
Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or
in conjunction with such notice being provided to the Holder.
9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Holder.
10.
GOVERNING LAW; DISPUTE RESOLUTION. This Warrant shall be governed by and construed in accordance with the laws of the State of
Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of Florida, or in the federal courts located in the Southern District
of Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision
of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents
to process being served in any suit, action or proceeding in connection with this Warrant or any other Transaction Document by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
11.
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.
12.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a)
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security
on the Trading Market, as reported by the Trading Market, or, if the Trading Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., Miami, Florida time, as
reported by the Trading Market, or (ii) if the foregoing does not apply, the last trade price of such security in the
over-the-counter market for such security as reported by the Trading Market, or (iii) if no last trade price is reported for such
security by the Trading Market, the average of the bid and ask prices of any market makers for such security as reported by the
Trading Market. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.
(b)
“Common Stock” means the Company’s common stock, par value $0.001 per share, and any other class of securities
into which such securities may hereafter be reclassified or changed.
(c)
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
(d) “Market
Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the
respective Exercise Notice.
(e) “OTC Markets” means OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board.
(f)
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Trading Market,
(ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading
occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.
(g)
“Trading Market” means the OTC Markets or any equivalent principal securities exchange or other securities market
on which the Common Stock is being traded or quoted.
** signature page follows **
IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed as of the Issuance Date set forth above.
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REMSLEEP HOLDINGS, INC. |
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By: |
/s/ Tom Wood |
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Name: |
Tom Wood |
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Title: |
CEO |
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Agreed & Accepted: |
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QUICK CAPITAL, LLC |
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By: |
/s/ Eilon Natan |
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Name: |
Eilon Natan |
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Title: |
Manager |
EXHIBIT A
EXERCISE NOTICE
(To be executed by the registered
holder to exercise this Common Stock Purchase Warrant)
THE UNDERSIGNED holder
hereby exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”) of REMSLEEP
HOLDINGS, INC., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase
Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have their respective meanings
set forth in the Warrant.
1. | Form of Exercise Price.
The Holder intends that payment of the Exercise Price shall be made as (check one): |
| ☐ | a cash exercise with respect
to ___________Warrant Shares; or |
| ☐ | by cashless exercise pursuant
to the Warrant. |
2. | Payment of Exercise Price. If cash exercise is selected
above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________ to the Company in accordance with the
terms of the Warrant. |
3. | Delivery of Warrant Shares. The Company shall deliver
to the holder __________Warrant Shares in accordance with the terms of the Warrant. |
Date: ______________________
(Print Name of Registered Holder) |
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By: |
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Name: |
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Title: |
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EXHIBIT B
ASSIGNMENT OF WARRANT
(To be signed only upon authorized
transfer of the Warrant)
For Value Received, the undersigned hereby sells, assigns, and transfers unto ___________ the right to purchase __________shares of
common stock of REMSLEEP HOLDINGS, INC., to which the within Common Stock Purchase Warrant relates and appoints ___________, as attorney-in-fact,
to transfer said right on the books of REMSLEEP HOLDINGS, INC. with full power of substitution and re-substitution in the premises. By
accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.
Date: ___________________
___________________________
(Signature) *
___________________________
(Name)
___________________________
(Address)
___________________________
(Social Security or Tax Identification
No.)
* | The signature on this Assignment of Warrant must correspond
to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any
change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and
title(s) with such entity. |
Exhibit 10.1
PURCHASE AGREEMENT
PURCHASE AGREEMENT (the “Agreement”),
dated as of December 15, 2023, by and between REMSLEEP HOLDINGS, INC.., a Nevada corporation (the “Company”),
and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Investor”).
WHEREAS:
Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from
the Company, up to Three Hundred Million (300,000,000) registered shares of the Company’s registered common stock, $0.001 par value
per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the
“Purchase Shares” or “Securities.”
NOW THEREFORE, in consideration of
the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and the Investor hereby agree as follows:
1. CERTAIN DEFINITIONS.
For purposes of this Agreement, the following terms shall
have the following meanings:
(a) “Available
Amount” means, up to Three Hundred Million (300,000,000) shares of Common Stock in the aggregate, which amount shall be reduced
by the number of shares of Common Stock purchased each time the Investor purchases shares of Common Stock pursuant to Section 2
hereof.
(b) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
(c)
“Base Prospectus” means the Company’s final base prospectus, dated ,
2023, a preliminary form of which is included in the Registration Statement, including the documents incorporated by reference therein.
(d)
“Business Day” means any day on which the Principal Market is open for trading, including any day on which the
Principal Market is open for trading for a period of time less than the customary time.
(e) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
(f)
“DTC” means The Depository Trust Company, or any successor performing substantially the same function for the
Company.
(g) “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal
at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted
by DTC performing substantially the same function.
(h)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
(i) “Initial
Prospectus Supplement” means the prospectus supplement of the Company relating to the Purchase Shares, including the accompanying
Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance
with Section 5(a) hereof, together with all documents and information incorporated therein by reference.
(j) “Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of
operations, assets, business or financial condition of the Company, other than any material adverse effect that resulted exclusively from
(A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate
effect on the Company taken as a whole, (B) any change that generally affects the industry in which the Company operates that does not
have a disproportionate effect on the Company, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage
or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or
military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns
with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting rules that
does not have a disproportionate effect on the Company, or (F) any change resulting from compliance with terms of this Agreement or the
consummation of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect
on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.
(k) “Maturity Date” means the eighteen-month anniversary of the date of this Agreement, or May 15, 2025.
(l) “Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.
(m) “Principal
Market” means the OTC Pink (or any nationally recognized successor thereto); provided, however, that in the event the Company’s
Common Stock is ever listed or traded on The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New
York Stock Exchange, the NYSE American, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor
to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s
Common Stock is then listed or traded
(n)
“Prospectus” means the Base Prospectus, as supplemented from time to time by any Prospectus Supplement (including
the Initial Prospectus Supplement), including the documents and information incorporated by reference therein.
(o) “Prospectus
Supplement” means any prospectus supplement to the Base Prospectus (including the Initial Prospectus Supplement) filed with
the SEC pursuant to Rule 424(b) under the Securities Act in connection with the transactions contemplated by this Agreement, including
the documents and information incorporated by reference therein.
(p)
“Purchase Amount” means, with respect to any Purchase, the portion of the Available Amount to be purchased by the
Investor pursuant to Section 2 hereof.
(q) “Purchase
Date” means, with respect to a Purchase made pursuant to Section 2(a) hereof, the Business Day on which the Investor
receives a valid Purchase Notice in accordance with this Agreement.
(r) “Purchase
Notice” means, with respect to a Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to
the Investor, substantially in the form of Exhibit A hereto, directing the Investor to buy a specified amount of Purchase Shares (subject
to the Purchase Share limitations contained in Section 2(a) hereof) at the applicable Purchase Price for such Purchase in accordance with
this Agreement. Purchase Notices shall be delivered between 4PM through 11:59PM (Eastern Time). If the Investor deems that the Purchase
Notice is not compliant according to the terms of this Agreement, then the Investor shall notify the Company with details of the non-compliance
before 9:30AM (Eastern Time) on the next Business Day, and the Purchase Notice shall be null and void. Otherwise, the Purchase Notice
shall be deemed valid by 9:31AM (Eastern Time).
(s) “Purchase
Price” means, with respect to a Purchase made pursuant to Section 2(a) hereof, 70% of the lowest traded price of the
Common Stock during the Valuation Period, subject to a floor of $0.001, per share (subject to adjustments for stock splits, dividends,
and similar occurrences), below which the Company shall not deliver a Purchase Notice.
(t) “Registration
Statement” means the Company’s registration statement registering the resale by the Investor of the shares of Common
Stock issuable upon a Purchase, including the documents incorporated by reference therein.
(u) “SEC” means the U.S. Securities and Exchange Commission.
(v) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(w) “Settlement
Date” means the date on which the Purchase Shares are confirmed as being received by the Investor’s Broker, against the
payment of the Purchase Price by the Investor, which date will be one Business Day following the Valuation Period. If the Company fails
to deliver the Purchase Shares on the Settlement Date, then the Purchase Notice is automatically null and void.
(x) “Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, and each of the other agreements, documents,
certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and
thereby.
(y) “Transfer
Agent” means Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093, or such other Person
who is then serving as the transfer agent for the Company in respect of the Common Stock.
(z) “Valuation
Period” means the fifteen (15) consecutive Business Days immediately preceding, but not including the date a Purchase Notice
is delivered.
(aa) “Warrants”
means 3-year warrants to purchase 15,000,000 shares of Common Stock of the Company, with an exercise price of $0.015 per share.
2. PURCHASE OF COMMON STOCK.
Subject to the terms and conditions
set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the
Company, Purchase Shares as follows:
(a) Sales
of Common Stock. Subject to the satisfaction of all of the conditions set forth in Sections 6 and 7 hereof (the “Commencement”
and the date of satisfaction of such conditions the “Commencement Date”), at any time commencing on the Commencement
Date and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time, to purchase a minimum of twenty thousand dollars ($20,000) and up to a maximum of; the lower of
(i) of one hundred thousand dollars ($100,000), or (ii) one hundred and percent (100%) of the average daily volume traded for the Common
Stock during the relevant Valuation Period (subject to adjustments for stock splits, dividends, and similar occurrences), subject to the
Available Amount. Each Purchase Notice will set forth the Purchase Price and number of Purchase Shares in accordance with the terms of
this Agreement. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained herein, such
Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Purchase
Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith,
and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided, however,
that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Purchase
Notice. Notwithstanding the foregoing dollar limitations, the Company and the Investor may, from time to time, mutually agree (in writing)
to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the
Beneficial Ownership Limitation contained herein. The Company may not deliver more than one Purchase Notice to the Investor every ten
(10) Business Days unless, from time to time, the Company and the Investor mutually agree to different timing of the delivery Purchase
Notices. Except as disclosed on Schedule 2(a), the Company covenants that it will not issue any securities of the Company (whether in
accordance with any outstanding notes, warrants, or for any other purpose) during the ten (10) trading day period immediately preceding
and the ten (10) trading day period immediately following, the date of each Purchase Notice.
(b) Settlement
for Purchase Shares. On each Settlement Date for each Purchase hereunder, the Company shall deliver a number of Purchase Shares equal
to 100% of the aggregate Purchase Amount for such Purchase divided by the Purchase Price per share for such Purchase, against payment
by the Investor to the Company of the Purchase Amount with respect to such Purchase (less documented deposit and clearing fees, if any),
as full payment for such Purchase Shares via wire transfer of immediately available funds. The Company shall not issue any fraction of
a share of Common Stock upon the any Purchase. If any issuance hereunder would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All Purchase Shares issued
hereunder will be DWAC Shares. All payments made under this Agreement shall be made in lawful money of the United States of America by
wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance
with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is
not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.
(c) Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and
the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares
of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act
and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates of more than 4.99%
of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written
or oral request of the Investor, the Company shall promptly (but not later than one Business Day) confirm orally or in writing to the
Investor the number of shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the
determinations required hereby and the application hereof. The Investor’s written certification to the Company of the applicability
of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the
applicability thereof and such result absent manifest error.
(d) Rights
in Warrant. The Investor shall earn all rights to the Warrant on the date the Company delivers the first Purchase Notice to the Investor,
with the Warrant being substantially in the form attached hereto as Exhibit C.
3. INVESTOR’S REPRESENTATIONS AND WARRANTIES.
The Investor represents and warrants to the Company as of
the date hereof and as of the Commencement Date that:
(a) Organization,
Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.
(b) Investment
Purpose. The Investor is acquiring the Purchase Shares as principal for its own account for investment only and not with a view to
or for distributing or reselling such Purchase Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, has no present intention of distributing any of such Purchase Shares in violation of the Securities Act or any applicable state securities
law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of
such Purchase Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting
the Investor’s right to sell the Purchase Shares at any time pursuant to the Registration Statement described herein or otherwise
in compliance with applicable federal and state securities laws). The Investor is acquiring the Purchase Shares hereunder in the ordinary
course of its business.
(c) Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated
under the Securities Act.
(d) Information.
The Investor understands that its investment in the Company and the Purchase Shares involves a high degree of risk including without limitation
the risks set forth in the Registration Statement. The Investor (i) is able to bear the economic risk of an investment in the Purchase
Shares including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of the proposed investment in the Purchase Shares, (iii) has had an opportunity to ask questions of and
receive answers from the officers of the Company concerning the financial condition and business of the Company and others matters related
to an investment in the Purchase Shares, and (iv) has had the opportunity to review the Registration Statement. Neither such inquiries
nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s
right to rely on the Company’s representations and warranties contained in Section 4 below. The Investor has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Purchase Shares. The Investor acknowledges and agrees that the Company neither makes nor has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.
(e) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
(f) No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of
the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common Stock.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Investor as of
the date hereof and as of the Commencement Date, that:
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary, and all of the issued and outstanding shares of capital stock of
each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase
securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall
be disregarded.
(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and
authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any
of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in
connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do
not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or
otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a
Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company
or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected
to result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals. Except as disclosed on Schedule 4.1(e), the Company has timely filed all quarterly and annual reports
required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to
the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to
such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). The
Company has delivered to Investor true and complete copies of the SEC Documents, except for such exhibits and incorporated documents,
and except as such Documents are available EDGAR filings on the SEC’s sec.gov website. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or
has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent
filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect
thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently
applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and
its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial
statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to December 31, 2021, and (ii) obligations under contracts and commitments incurred
in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements,
which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company
is subject to the reporting requirements of the Exchange Act. For the avoidance of doubt, filing of the documents required in this Section
3(e) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) shall satisfy all delivery
requirements of this Section 3(e).
Except as
otherwise provided, herein, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant
to Section 4.4 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of
the Securities, and (iii) such filings as are required to be made under applicable state and federal securities laws (collectively, the
“Required Approvals”).
(f) Issuance
of the Purchase Shares. The Purchase Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.
(g) Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number
of shares of Common Stock owned beneficially, and of record, by affiliates of the Company as of the date hereof. Except as set forth on
Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange
Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares
of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act (“SEC
Reports”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of
the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any
of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(h) Litigation.
Except as disclosed in Schedule 3.1(h), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject
of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the
Securities Act.
(i) Labor
Relations. Except as disclosed in Schedule 3.1(i), no labor dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of
the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with
the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and
the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive
officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any
restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company
or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions
of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
(j) Compliance. Neither the Company nor any Subsidiary: (i) is in default
under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result
in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default
under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived) except as disclosed in Schedule
3.1(j), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority, except as
set forth on Schedule 3.1(j) or (iii) to the knowledge of the Company, is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,
other than tax payments related to payroll that are late, environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.
(k) Regulatory
Permits. To the knowledge of the Company, the Company and the Subsidiaries possess all certificates, authorizations and permits
issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice
of proceedings relating to the revocation or modification of any Material Permit.
(l) Title
to Assets. Except as disclosed in Schedule 3.1(l), the Company and the Subsidiaries have good and marketable title in fee simple to
all real property owned by them and good and marketable title in all personal property owned by them that is material to the business
of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance.
(m) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure
to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as
disclosed on Schedule 3.1(m), none of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest
audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual
Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material
Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(n) Insurance.
Except as set forth on Schedule 3.1(n), the Company and the Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.
Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.
(o) Transactions
with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary
and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing
for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is
an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary
or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company. Except as set forth on Schedule 3.1(o), all employee
salaries and contractor fees have been paid to date and no such amounts are outstanding or past due.
(p) Sarbanes-Oxley; Internal Accounting Controls. Except as may be disclosed in
the SEC Reports and on Schedule 4.1(p), the Company and the Subsidiaries are in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and
regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of each Settlement Date. Except
as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to
provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic
report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes
in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its
Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.
(q) Reserved.
(r) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.
(s) Registration
Rights. Other than as set forth on Schedule 3.1(s), no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.
(t) Listing
and Maintenance Requirements. The Company has not in the twelve (12) months preceding the date hereof, received notice from any
Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements.
(u) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that
it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will
rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on
behalf of the Company to the Investor regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated
hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement
taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that the Investor does not make and has not made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(v) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such
claim. Immediately after closing of this transaction, the Company covenants to pay to the Past Due Taxes.
(w) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other
person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign
or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)
failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.
(x) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(x) of the Disclosure Schedules. To the knowledge and belief of
the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) expressed its opinion
with respect to the financial statements included in the Company’s Annual Report for the fiscal year ending December 31, 2021.
(y) Acknowledgment
Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Investor
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is
merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the
Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent
evaluation of the transactions contemplated hereby by the Company and its representatives.
(z) Acknowledgment
Regarding Investor’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is
understood and acknowledged by the Company that: (i) the Investor has not been asked by the Company to agree, nor has the Investor agreed,
to desist from purchasing or selling, securities of the Company, or “derivative” securities based on securities issued by
the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by the Investor, specifically
including, without limitation, “derivative” transactions, before or after a closing of this or future private placement transactions,
may negatively impact the market price of the Company’s publicly-traded securities (iii) Omit and (iv) the Investor shall not be
deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.
The Company further understands and acknowledges that (y) the Investor may engage in hedging activities at various times during the period
that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’
equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
(aa) Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,
other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement
of the Securities.
(bb) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with
the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common
Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice
to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public
announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
(cc) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(dd) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Investor’s request.
(ee) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to
regulation by the Federal Reserve.
(ff) Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary,
threatened.
5. COVENANTS.
(a)
Filing of Current Report and Initial Prospectus Supplement. The Company agrees that it shall, within the time required under the
Exchange Act, file with the SEC a Current Report on Form 8-K relating to the transactions contemplated by, and describing the material
terms and conditions of, the Transaction Documents (the “Current Report”). The Company further agrees that it shall,
within the time required under Rule 424(b) under the Securities Act, file with the SEC the Initial Prospectus Supplement pursuant to
Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents, containing information previously omitted at the time of effectiveness of the Registration
Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated
hereby required to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement,
including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the
Prospectus. The Investor shall furnish to the Company such information regarding itself, the Purchase Shares held by it and the intended
method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution
of the Purchase Shares, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current
Report and the Initial Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of the Current Report and the Initial Prospectus Supplement with the SEC.
(b) Listing/DTC.
The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and to comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal
Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common
Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor
copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal
Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably
believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report
or statement filed with the SEC and under the Exchange Act or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common
Stock can be transferred electronically as DWAC Shares.
(c) Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the
date of termination of this Agreement as provided in Section 9, the Investor and its agents, representatives and affiliates shall not
in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule
200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with
respect to the Common Stock.
(d) Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time.
(e) Use
of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the Company.
(f) Most
Favored Nations. From the date hereof until the date when the Investor no longer holds any Securities, upon any issuance by the Company
or any of its subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof
(a “Subsequent Financing”), Investor may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable,
all or some of the Securities then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. The Company
shall provide the Investor with notice of any such Subsequent Financing in the manner set forth below. Additionally, if in such Subsequent
Financing there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms provided
for hereunder, then the Company shall specifically notify the Investor of such additional or more favorable terms and such terms, at Investor’s
option, shall become a part of the transaction documents with the Investor. The types of terms contained in another security that may
be more favorable to the holder of such security include, but are not limited to, terms addressing stock sale price, price per share,
and warrant coverage. For purposes of illustration, if a Subsequent Financing were to occur whereby the Company sells and issues a convertible
note with a conversion price that includes a discount to the market price of its Common Stock, the Investor will be entitled to receive
the same convertible note on the exact same terms on a dollar for dollar basis via the exchange of the Securities the Holder holds on
the date of the sale and issuance of the convertible note.
(g) Subsequent
Financing From the date hereof until the date that is the 12 month anniversary of the initial Settlement Date, upon a Subsequent Financing,
Investor shall have the right to participate up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the
“Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. At least
five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to Investor a written notice of its
intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Investor if it wants to
review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of
Investor, and only upon a request by Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1)
Trading Day after such request, deliver a Subsequent Financing Notice to Investor. The Subsequent Financing Notice shall describe in reasonable
detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons
through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating
thereto as an attachment.
(h) Standstill.
The Company represents and warrants that it has executed lockup agreements from all holders of its securities which are convertible or
exercisable into Common Stock, such that the Company will not issue any Common Stock issuable upon conversion or exercise of any such
instrument for the ten (10) trading day period immediately preceding, and ten (10) trading day period following, the date of any Purchase
Notice.
6. CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.
The right
of the Company hereunder to commence sales of Purchase Shares is subject to the satisfaction of each of the following conditions:
(a) The Investor shall have executed each of the Transaction Documents and delivered the same to the Company; and
(b) The
Registration Statement shall have been declared and remain effective by and with the SEC, and no stop order with respect to the Registration
Statement shall be pending or threatened by the SEC.
7. CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.
The obligation
of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior
to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy
such conditions after the Commencement has occurred:
(a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;
(b) The
Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended
by the SEC or the Principal Market and such suspension has not subsequently been cured;
(c) The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and
warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made
at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date)
and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received
a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to the foregoing effect in the
form attached hereto as Exhibit B;
(d) The
Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which is
sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and the Initial
Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus shall be current
and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus Supplements required
to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with
the SEC within the applicable time periods prescribed for such filings under the Securities Act;
(e) The
Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue
Purchase Shares in accordance with this Agreement; and
(f) No Event of Default has occurred and is continuing.
8. EVENTS OF DEFAULT.
An “Event of Default” shall be deemed
to have occurred at any time as any of the following events occurs:
(a) the
effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order or similar
order) or such Registration Statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all
of the Purchase Shares to be issued to the Investor under the Transaction Documents;
(b) the
suspension of the Common Stock from trading on the Principal Market for a period of two (2) Business Days, provided that the Company may
not direct the Investor to purchase any shares of Common Stock during any such suspension;
(c) the
delisting of the Common Stock from the OTC Pink provided, however, that the Common Stock is not immediately thereafter trading on The
NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE American, or the
OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing);
(d) the failure for any reason by the
Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after the applicable date on which the
Investor is entitled to receive such Purchase Shares;
(e) the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could
have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues
for a period of at least five (5) Business Days;
(f) if any Person or entity commences a proceeding
against the Company pursuant to or within the meaning of any Bankruptcy Law;
(g) if
the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the
same become due;
(h) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the
Company; or
(i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.
So long as an Event of Default has
occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice.
9. TERMINATION
This Agreement may be terminated only as follows:
(a) If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 9(f), 9(g)
and 9(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth
below) without further action or notice by any Person.
(b) At
any time after the Commencement Date, the Company and the Investor shall have the option to terminate this Agreement for any reason or
for no reason by delivering fifteen (15) calendar days written notice (a “Company Termination Notice”) to the other
Party electing to terminate this Agreement without any liability whatsoever of any party to any other party under this Agreement (except
as set forth below).
(c) This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided
herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under
this Agreement (except as set forth below).
(d) If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any
party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).
Except as set forth in Sections
9(a) (in respect of an Event of Default under Sections 8(f), 8(g) and 8(h)), 9(c) and 9(d), any termination
of this Agreement pursuant to this Section 9 shall be effected by written notice from the Company to the Investor, or the Investor
to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants
of the Company and the Investor contained in Sections 3, 4, and 5, hereof, and the agreements and covenants set forth
in Sections 8, 9 and 10 shall survive the execution and delivery of this Agreement and any termination of this Agreement.
No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement
with respect to any pending Purchases, and the Company and the Investor shall complete their respective obligations with respect to any
pending Purchases under this Agreement or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation
or willful breach of any of the Transaction Documents.
10. MISCELLANEOUS.
(a) Governing Law;
Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the other Transaction Documents shall be governed by the internal laws of the State of Wyoming, without giving effect to any
choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other than the
State of Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
State of Florida, in Miami County or in the federal courts located in the Southern District of Florida for the adjudication of any
dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.
(b) Fees
and Expenses. The Company has agreed to reimburse the Investor $10,000 for its legal fees in connection with the transaction contemplated
by this Agreement, which such amount may be withheld from the Investor’s purchase amount deliverable at the initial Settlement Date.
Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection
with the delivery of any securities to the Investor.
(c) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original signature.
(d) Headings. The headings of this Agreement are for convenience of reference and shall
not form part of, or affect the interpretation of, this Agreement.
(e)
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.
(f) Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company,
their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction
Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty,
covenant or undertaking with respect to such matters.
(g) Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business
Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses for such communications shall be:
If to the Company:
Address: 14175 Icot Boulevard
Suite 300
Clearwater,
FL 33760
Telephone: (847) 924-4332
E-mail: twood@remsleep.com
Attention: Tom Wood
If to the Investor:
QUICK CAPITAL, LLC
66 West Flagler Street, 900-#2292
Miami, FL 33130
Email: Eilon@quick-cap.com
or
at such other address, email address and/or facsimile number and/or to the attention of such other Person as the recipient party has
specified by written notice given to each other party one (1) Business Day prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile
number or email address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or email or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.
(h) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor,
including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.
(i) No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.
(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
(k) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.
(l) Enforcement
Costs. In the event of a dispute arising out of or relating to this Agreement, if a court of competent jurisdiction determines in
a final, non-appealable order that a party has breached this Agreement, then, in addition to any other available remedies, the non-breaching
party shall be entitled to, and the breaching party shall be liable for, the reasonable legal fees and expenses incurred by the non-breaching
party in connection with the dispute, including any appeals in connection therewith.
(m) Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement (i) may be amended other than by a written instrument
signed by both parties hereto and (ii) may be waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.
(n) Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide the Investor or its agents or
counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the Investor
shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands
and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
(o) Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
IN WITNESS WHEREOF, the Investor
and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.
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THE COMPANY: |
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REMSLEEP HOLDINGS, INC. |
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By: |
/s/ Tom Wood |
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Name: |
Tom Wood |
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Title: |
CEO |
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INVESTOR: |
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QUICK CAPITAL, LLC |
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By: |
/s/ Eilon Natan
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Name: |
Eilon Natan |
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Title: |
Manager |
EXHIBIT A
FORM OF PURCHASE NOTICE
________________, 2024
To: QUICK CAPITAL, LLC
In accordance with Section 2 of
the purchase agreement, dated December 15, 2023 (the “Purchase Agreement”), between RemSleep Holdings, Inc. (the “Company”)
and QUICK CAPITAL, LLC (the “Investor”), the Company hereby provides notice to the Investor of a sale by the Company to the
Investor of Purchase Shares in the amount set forth in this Purchase Notice. Capitalized terms used herein have the meanings set forth
in the Purchase Agreement.
Purchase Amount: $ ___________
Purchase Price per share: $ ______________
Number of Purchase Shares: _____________
Very truly yours,
RemSleep Holdings, Inc.
EXHIBIT B
FORM OF OFFICER’S
CERTIFICATE
This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 7(c) of that certain Purchase Agreement dated
as of December 15, 2023, (“Purchase Agreement”), by and between RemSleep Holdings, Inc., a Nevada corporation (the
“Company”), and QUICK CAPITAL, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.
The undersigned,
Tom Wood, CEO of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:
1. I am the CEO of the Company;
2. The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such representations
and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and
warranties are true and correct without further qualification) as of the date of the Purchase Agreement and as of the Commencement Date
as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations
and warranties are true and correct as of such date);
3. The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.
IN WITNESS WHEREOF, I have
hereunder signed my name on this 15th day of December 2023.
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/s/ Tom Wood
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Name: |
Tom Wood |
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Title: |
CEO |
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EXHIBIT C
FORM OF WARRANT
18
Exhibit
10.2
REGISTRATION
RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2023, by and between REMSLEEP HOLDINGS,
INC., a Nevada corporation (the “Company”), and QUICK CAPITAL, LLC, a Wyoming limited liability company
(together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Three Hundred
Million (300,000,000) of shares of the Company’s Common Stock, par value $0.001 per share (“Purchase Shares”) and to
induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and applicable
state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
As
used in this Agreement, the following terms shall have the following meanings:
a. “Investor”
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this
Agreement.
b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).
d. “Registrable
Securities” means all of the Purchase Shares that may, from time to time, be issued or become issuable to the Investor under
the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued
or issuable with respect to the Purchase Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.
e. “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.
a. Mandatory
Registration. The Company shall, within 30 days of executing definitive documents, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with
applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the
Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized shares
of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration
Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related
prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall
furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its best efforts to have
the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The Company shall use
reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on
which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the
Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.
b. Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time-to-time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales
of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments.
The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date the Investor
receives the substantially final pre-filing version of such prospectus.
c. Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to
any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts
to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.
d. Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed
prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is
otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration
Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement
(with the prior consent, which shall not be unreasonably withheld, of the Investor as to the specific Registrable Securities to be
removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be
used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or
more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in
Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor.
Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register
Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport
with any requirement of the SEC or the Staff as addressed in this Section 2(d).
With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a. The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor as set forth in such registration statement.
b.
The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and
all amendments and supplements thereto, and not file any document in a form to which Investor reasonably objects. The Investor shall
use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or
supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company shall
furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to the Registration Statement or any New Registration Statement.
c.
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy
of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies
as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as
the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by
the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed
“furnished to the Investor” hereunder.
d. Upon
the request of the Investor, the Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare
and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary
to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z)
file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any
of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as
then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, non-public information regarding the Company), and promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of
such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail),
(ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post- effective amendment to a Registration Statement
would be appropriate.
f. The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.
g. The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3.
h. The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to
be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.
i. The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j. If
reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably requests be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number
of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;
(ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of
the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to
any Registration Statement.
k. The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
l. Within
one (1) Business Day after any Registration Statement which includes the Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A, or such other form acceptable to the Company’s transfer agent. Thereafter, if requested by the Buyer
at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of
such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale of all of the Registrable Securities.
m. The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.
| 4. | OBLIGATIONS
OF THE INVESTOR. |
a.
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be
reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.
b. The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any Registration Statement hereunder.
c. The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms
of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described
in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.
| 5. | EXPENSES
OF REGISTRATION. |
All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, members, managers
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing
by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration
Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make
the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse
each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of
the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not
inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are
the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact
contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified
Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.
b. In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who
signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit
B attached hereto and furnished to the Company by the Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investor pursuant to Section 9.
c.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party
would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates
to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of
a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.
d. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
e. The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to law.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.
| 8. | REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS. |
With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:
a. make
and keep public information available, as those terms are understood and defined in Rule 144;
b. file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;
c. furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and
d.
take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities
pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and
instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor that
comply with applicable laws and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of
securities pursuant to Rule 144.
The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent
injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
| 9. | ASSIGNMENT
OF REGISTRATION RIGHTS. |
The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The
Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate of the
Investor.
| 10. | AMENDMENT
OF REGISTRATION RIGHTS. |
No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a
written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
a. A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable
Securities.
b.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses for such communications shall be:
If
to the Company:
Remsleep
Holdings, Inc.
14175 Icot Boulevard
Suite
300
Clearwater,
Florida 33760
Tel:
813-367-3855
Email:
Twood@remsleep.com
Attention: Thomas Wood
If
to the Investor:
Quick
Capital, LLC
66
West Flagler Street, 900-@2292
Miami, FL 33130
E-mail:
eilon@quick-cap.com
Attention: Attn: Eilon D. Natan
If
to the Transfer Agent:
Securities
Transfer Corporation
2901 N. Dallas Parkway
Suite
380
Plano,
TX 75093
Tel:
469-633-0101
or
at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable,
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile,
email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c. The
corporate laws of the State of Wyoming shall govern all issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Wyoming, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Florida or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Florida.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the Southern District of
State of Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision
of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
d. This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or
referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof and thereof.
e. Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto.
f. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g. This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
h. Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i. The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
j. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.
*
* * * * *
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.
|
THE COMPANY: |
|
|
|
REMSLEEP HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Tom Wood |
|
Name: |
Tom Wood |
|
Title: |
CEO/President |
|
BUYER: |
|
|
|
QUICK CAPITAL, LLC |
|
|
|
By: |
/s/ Eilon D. Natan |
|
Name: |
Eilon D. Natan |
|
Title: |
Manager |
EXHIBIT
A
TO
REGISTRATION RIGHTS AGREEMENT
FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT
[Date]
[TRANSFER
AGENT]
___________________
___________________
Re:
[_______________]
Ladies and Gentlemen:
We
are counsel to Remsleep Holdings, Inc., a Nevada corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of December 15, 2023 (the “Purchase Agreement”), entered
into by and between the Company and QUICK CAPITAL, LLC (the “Buyer”) pursuant to which, among other things, the
Company has agreed to issue to the Buyer shares of the Company’s Common Stock, par value $0.001 per share (the “Common
Stock”), in an amount up to three hundred million shares (the “Purchase Shares”), in accordance with the
terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities and Exchange Commission (the “SEC”) [_________] shares of Common Stock that may be issued
and sold by the Company to the Buyer from time to time (the “Purchase Shares”).
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of December 15, 2023 with the
Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Purchase Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on July , the
Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the SEC relating
to the resale of the Purchase Shares and the Commitment Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at __:__ am/pm on______, 2023, and we have no knowledge,
based solely on our review of the Commission’s “Stop Orders” web page (http://sec.gov/litigation/stoporders.shtml),
that any stop order suspending the Registration Statement’s effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC, and the Purchase Shares and the Commitment Shares are available for resale under the Securities
Act pursuant to the Registration Statement and may be issued without any restrictive legend.
|
Very truly yours, |
|
[Company Counsel] |
|
|
|
|
By |
|
17
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