(s)
Disclosure. Except with respect to the material
terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company,
the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with
any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in
the Registration Statement or the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the
Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement,
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated
by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the
Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3 hereof.
(t)
Foreign Corrupt Practices. Neither the Company,
nor to the knowledge of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used
any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting
on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of
the Foreign Corrupt Practices Act of 1977, as amended.
(u)
DTC Eligibility. The Company, through the Transfer
Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically
to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.
(v)
Sarbanes-Oxley. Except as disclosed in the SEC
Documents, including the weakness in internal controls, the Company is in compliance with all material provisions of the Sarbanes-Oxley
Act of 2002, as amended, which are applicable to it as of the date hereof.
(w)
Certain Fees. No brokerage or finder’s
fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees that may be due in connection with
the transactions contemplated by the Transaction Documents.
(x)
Investment Company. The Company is not, and immediately
after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.
(y)
Listing and Maintenance Requirements. The Common
Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which
to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has
the Company received any notification that the SEC is currently contemplating terminating such registration. Except as disclosed in the
SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect
that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.
(z)
Auditors. The Company’s auditors are set
forth in the SEC Documents and, to the knowledge of the Company, such auditors are an independent registered public accounting firm as
required by the Securities Act.
(aa)
No Market Manipulation. The Company has not,
and to its knowledge, no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result
in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.
(bb)
Shell Company Status. The Company is not currently
an issuer identified in Rule 144(i)(1) under the Securities Act and has filed all “Form 10 information” required by Rule
144(i)(1) under the Securities Act with the SEC as of December 31, 2022.
(cc)
No Disqualification Events. None of the Company,
any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering
contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the
basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in
any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
(a)
Filing of Current Report and Registration Statement.
The Company agrees that it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to
the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”).
(b)
Blue Sky. The Company shall take all commercially
reasonable action, if any, as is reasonably necessary in order to obtain an exemption for or to register or qualify (i) the issuance
of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all
Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky” laws of
the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide evidence
of any such action so taken to the Investor.
(c) Listing/DTC.
The Company shall as soon as practicable secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the
Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to
maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable
hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market
and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and
regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be
expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no
event later than four (4) Business Days, provide to the Investor copies of any notices it receives from any Person regarding the
continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not provide
the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information, and the
Company would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act
(including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common
Stock can be transferred electronically as DWAC Shares.
(d)
Prohibition of Short Sales and Hedging Transactions.
The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided
in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect,
directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act)
of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.
(e)
Taxes. The Company shall pay any and all transfer,
stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made
under this Agreement.
(f)
Aggregation. From and after the date of this
Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that
no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase
any security, under circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with
other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which
any of the securities of the Company are listed or designated, unless stockholder approval is obtained before the closing of such subsequent
transaction in accordance with the rules of such Principal Market.
(g)
Use of Proceeds. The Company will use the net
proceeds from the offering for any corporate purpose at the sole discretion of the Company.
(h)
Other Transactions. During the term of this Agreement,
the Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of
which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its
obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Purchase Shares
and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.
(i)
Integration. From and after the date of this
Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that
no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase
any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities
Act.
(j)
If within 24 months of the Commencement Date the Company
seeks to enter into an Equity Credit Line or another agreement for the sale of securities with a structure comparable to the structure
in this Agreement, the Company will first negotiate in good faith with Buyer as to the terms and conditions of such agreement.
6. TRANSFER
AGENT INSTRUCTIONS.
On
the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144 under
the Securities Act are met, the Company shall, no later than three (3) Business Days following the delivery by the Investor to the Company
or the Transfer Agent of one or more legended certificates or book-entry statements representing the Commitment Fee shares and/or which
certificates or book-entry statement(s) the Investor shall promptly deliver on or prior to the first to occur of the events described
in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the
Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is
free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented
by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry
out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such
legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company,
as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of
the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer
agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions
(the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration
Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration
Statement”), in each case to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement
and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor
pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this
Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness
of Registration Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect to
the Commitment Shares or the Purchase Shares from and after Commencement, and the Commitment Shares, and the Purchase Shares covered
by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company agrees that
if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing
the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares of Common Stock
containing the Restrictive Legend from the Investor at the greater of the (i) Purchase Price paid for such shares of Common Stock (as
applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.
| 6. | CONDITIONS
TO THE COMPANY’S RIGHT TO COMMENCE |
SALES
OF SHARES OF COMMON STOCK.
The
right of the Company hereunder to commence sales of the Purchase Shares as of the Commencement Date is subject to the satisfaction of
each of the following conditions:
(a)
The Investor shall have executed each of the Transaction
Documents and delivered the same to the Company;
(b)
The Registration Statement covering the resale of the
Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect
to the Registration Statement shall be pending or threatened by the SEC;
(c)
All Securities to be issued by the Company to the Investor
under the Transaction Documents shall have been approved for listing on the Principal Market in accordance with the applicable rules
and regulations of the Principal Market, subject only to official notice of issuance; and
(d)
The representations and warranties of the Investor shall
be true and correct in all material respects as of the date hereof and as of the Commencement Date as though made at that time.
| 7. | CONDITIONS
TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK. |
The
obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions
on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation
to satisfy such conditions after the Commencement has occurred:
The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;
(a)
The Company shall have issued or caused to be issued
to the Investor (i) one or more certificates or book entry statements representing the Commitment Shares or (ii) a number of shares of
Common Stock equal to the number of Commitment Shares as DWAC Shares, in accordance with Section 6;
(b)
The Common Stock shall be listed or quoted on the Principal
Market, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market within the last 365 days, and all
Securities to be issued by the Company to the Investor pursuant to this Agreement shall have been approved for listing or quotation on
the Principal Market in accordance with the applicable rules and regulations of the Principal Market, as then in effect, subject only
to official notice of issuance;
(c)
The representations and warranties of the Company shall
be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified
as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further
qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and
complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with
by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the CEO, President or
CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;
(d)
The Board of Directors of the Company shall have adopted
resolutions in the form previously provided to the Investor which shall be in full force and effect without any amendment or supplement
thereto as of the Commencement Date;
(e)
The Commencement Irrevocable Transfer Agent Instructions
and the Notice of Effectiveness of Registration Statement each shall have been delivered to and acknowledged in writing by the Company
and the Company’s Transfer Agent (or any successor transfer agent);
(h)
The Company shall have delivered to the Investor a secretary’s
certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as Exhibit
B;
(i)
The Registration Statement covering the resale of the
Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect
to the Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not
later than two (2) Business Days after the effective date of the Registration Statement, a final and complete prospectus (the preliminary
form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof.
Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report
shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant
to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for
such filings under the Exchange Act;
(j)
No Event of Default has occurred, or any event which,
after notice and/or lapse of time, would become an Event of Default has occurred;
(k)
All federal, state and local governmental laws, rules
and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and
performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof
shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all federal, state
and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory agencies necessary for the execution,
delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with
the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the Securities Act,
the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market,
or otherwise required by the SEC, the Principal Market or any state securities regulators;
(l)
No statute, regulation, order, decree, writ, ruling
or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or
governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of
the transactions contemplated by the Transaction Documents; and
(m)
No action, suit or proceeding before any federal, state,
local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened,
and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been
commenced or threatened, against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent
or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.
In
consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, stockholders, officers, directors, members, managers, employees and direct
or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against
any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as
a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company
in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant,
agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which directly and primarily
result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply
to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the
Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted
to the Company by the Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Investor.
If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee
shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except
to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed
after a reasonable period of time to assume such defense and to employ counsel or
(iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between
the position of the Company and the position of such Indemnitee, in the case of clauses (i),(ii) and (iii) the Company shall be responsible
for the reasonable fees and expenses of no more than one such separate counsel.
An
“Event of Default” shall be deemed to have occurred at any time as any of the following events occurs:
(a)
the effectiveness of a registration statement registering
the resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or
such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the
Securities to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten
(10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse
or unavailability where (i) the Company terminates a registration statement after the Investor has confirmed in writing that all of the
Securities covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement,
including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration
statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated)
registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);
(b)
the suspension of the Common Stock from trading on the
Principal Market for a period of one (1) Business Day, provided that the Company may not direct the Investor to purchase any shares of
Common Stock during any such suspension;
(c)
the delisting of the Common Stock from the OTCQB operated
by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the foregoing);
(d)
If at any time after the Commencement Date, the Exchange
Cap is reached unless and until stockholder approval is obtained pursuant to the terms hereof. The Exchange Cap shall be deemed to be
reached at such time if, upon submission of a Purchase Notice under this Agreement, the issuance of such shares of Common Stock would
exceed that number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the
rules or regulations of the Principal Market;
(e)
the failure for any reason by the Transfer Agent to
issue Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date on which the Investor is entitled
to receive such Purchase Shares;
(f)
the Company breaches any representation, warranty, covenant
or other term or condition under any Transaction Document if such breach could have a Material Adverse Effect and except, in the case
of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;
(g)
if any Person commences a proceeding against the Company
pursuant to or within the meaning of any Bankruptcy Law;
(h)
if the Company, pursuant to or within the meaning of
any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors or is generally unable to pay its debts as the same become due;
(i)
a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company
or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary; or
(j)
if at any time the Company is not eligible to transfer
its Common Stock electronically as DWAC Shares.
So
long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an
Event of Default, has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice.
This
Agreement may be terminated only as follows:
(a)
If pursuant to or within the meaning of any Bankruptcy
Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any
of which would be an Event of Default as described in Sections 10(g), 10(h) and 10(i) hereof), this Agreement shall
automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice
by any Person.
(b)
In the event that the Commencement shall not have occurred
on or before December 31, 2023, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect
to the Commencement, either the Company or the Investor shall have the option to terminate this Agreement at the close of business on
such date or thereafter without liability of any party to any other party (except as set forth below); provided, however, that the right
to terminate this Agreement under this Section 11(b) shall not be available to any party if such party is then in breach of any
covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to
be true and correct such that the conditions set forth in Section 7(d) or Section 8(e), as applicable, could not then be
satisfied.
(c)
At any time after the Commencement Date, the Company
shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a “Company Termination
Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after
it has been received by the Investor.
(d)
This Agreement shall automatically terminate on the
date that the Company sells and the Investor purchases the full Available Amount as provided herein, without any action or notice on
the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth
below).
(e)
If, for any reason or for no reason, the full Available
Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically
terminate on the Maturity Date, without any action or notice on the part of any party and without any liability whatsoever of any party
to any other party under this Agreement (except as set forth below).
Except
as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(g), 10(h) and 10(i)),
11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice
from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof.
The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5,
and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in
Sections 10, 11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this
Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to
pending Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Purchases
under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release
the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.
(a)
Governing Law; Jurisdiction; Jury Trial. The
corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the State of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(b)
Counterparts. This Agreement may be executed
in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail
in a “.pdf” format data file shall be considered due execution and shall be binding upon the signatory thereto with the same
force and effect as if the signature were an original signature.
(c)
Headings. The headings of this Agreement are
for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
(d)
Severability. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
(e)
Entire Agreement. The Transaction Documents supersede
all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with
respect to the subject matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain
the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such
matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in the Transaction Documents.
(f)
Notices. Any notices, consents or other communications
required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i)
upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall
be:
If
to the Company:
Clean
Vision Corporation
2711
N. Sepulveda Blvd, Suite #1051
Manhattan
Beach, CA 90266
Attn:
Daniel Louis Bates, CEO
Tel:
310-387-7636
Email:
d.bates@cleanvisioncorp.com
With
a copy to (which shall not constitute notice or service of process):
Lucosky Brookman
101 Wood Avenue South
Woodbridge, NJ 08830
Tel:
Email:
If to the Investor:
ClearThink
Capital Partners, LLC
10
Times Square, 5th FL
New
York, NY 10018
Tel:
646-431-6980
E-mail:
nyc@clearthink.capital
If
to the Transfer Agent:
Equiniti
1110
Centre Pointe Curve, Suite 101
Mendota
Heights, MN 55120
Tel:
Email:
or
at such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an
image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.
(g)
Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Investor, including by merger or consolidation.
The Investor may not assign its rights or obligations under this Agreement.
(h)
No Third Party Beneficiaries. This Agreement
is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of,
nor may any provision hereof be enforced by, any other Person.
(i) Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the
Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or
its counsel on, any press release, SEC filing or any other public
disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents
or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor
must be provided with a final version of any such press release, SEC filing or other public disclosure at least 24 hours prior to any
release, filing or use by the Company thereof; provided however, that the Company’s obligations pursuant to this Section 12(i)
shall not apply if the form and substance of such press release, SEC filing, or other public disclosure relating to the Investor,
its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby previously have been publicly
disclosed by the Company in compliance with this Section 12(i). The Company agrees and acknowledges that its failure to fully
comply with this provision constitutes a Material Adverse Effect.
(j)
Further Assurances. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably
possible, the Commencement, and to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.
(k)
Placement Agent, Broker or Finder. The
Company represents and warrants to the Investor that it has engaged a placement agent, broker or finder in connection with the transactions
contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement
agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses) arising
in connection with any such claim.
(l)
No Strict Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.
(m)
Remedies, Other Obligations, Breaches
and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without limitation, the Investor’s
remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor under this Agreement,
at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Investor contained
herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s
right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss
and without any bond or other security being required.
(n)
Enforcement Costs. If: (i) this Agreement is
placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through any legal proceeding; (ii)
an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’
rights and involving a claim under this Agreement; or (iii) an attorney is retained to represent the Investor in any other proceedings
whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable
costs and expenses including attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.
(o)
Amendment and Waiver; Failure or Indulgence Not Waiver.
No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this
Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may
be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
(p)
Adjustments for Share Splits. The parties acknowledge
and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction effected with respect to the Common Stock except as specifically stated herein.
**
Signature Page Follows **
IN
WITNESS WHEREOF, the Investor and the Company have caused this Agreement to be duly executed as of the date first written above.
THE
COMPANY:
CLEAN
VISION CORPORATION
By:
________________________
Name:
Title:
INVESTOR:
CLEARTHINK
CAPITAL PARTNERS, LLC
By:
________________________
Name:
Title:
| |
|
| |
EXHIBITS
|
| Exhibit
A |
Form
of Officer’s Certificate |
| Exhibit
B |
Form
of Secretary’s Certificate |
| |
|
EXHIBIT
A
FORM
OF OFFICER’S CERTIFICATE
This
Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Agreement,
dated May 24, 2024, to the Purchase Agreement dated as of May 24, 2024, (“Purchase Agreement”), by and between Clean
Vision Corporation, a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
The
undersigned, ___________, ______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity,
as follows:
1.
I am the _____________ of the Company and make the statements
contained in this Certificate;
2.
The representations and warranties of the Company in
the Purchase Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties
is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and warranties are
true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time
(except for representations and warranties that speak as of a specific date, in which case such representations and warranties are true
and correct as of such date);
3.
The Company has performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Commencement Date.
4.
The Company has not taken any steps, and does not currently
expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any
knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.
IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.
Name:
The
undersigned as Secretary of Clean Vision Corporation, a Nevada corporation, hereby certifies that ___________ is the duly elected,
appointed, qualified and acting ________ of _________ and that the signature appearing above is his genuine signature.
___________________________________
EXHIBIT
B
FORM
OF SECRETARY’S CERTIFICATE
This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Agreement,
dated May 24, 2024, to the Purchase Agreement dated as of May 24, 2024 (“Purchase Agreement”), by and between Clean Vision
Corporation, a Nevada corporation (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC (the “Investor”),
pursuant to which the Company may sell to the Investor up to Five Million Dollars ($5,000,000) of the Company’s Common Stock, $0.0001
par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Purchase Agreement.
The
undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as
follows:
1.
I am the Secretary of the Company and make the statements
contained in this Secretary’s Certificate.
2.
Attached hereto as Exhibit A and Exhibit B
are true, correct and complete copies of the Company’s Bylaws (“Bylaws”) and Certificate of Incorporation (“Charter”),
in each case, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders,
in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Charter.
3.
Attached hereto as Exhibit C are true, correct
and complete copies of the resolutions duly adopted by the Board of Directors of the Company on _____________, at which a quorum was
present and acting throughout. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and
such resolutions are the only resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders
of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and
sale of the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction
Documents as contemplated therein.
4.
As of the date hereof, the authorized, issued and reserved
capital stock of the Company is as set forth on Exhibit D hereto.
IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________.
_________________________
Secretary
The
undersigned as ___________ of Clean Vision Corporation., a Nevada corporation, hereby certifies that ____________ is the duly
elected, appointed, qualified and acting Secretary of _________, and that the signature appearing above is his genuine signature.
| _______________________________ | |
Exhibit
10.3
REGISTRATION
RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2024, by and between CLEAN VISION CORPORATION.,
a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company
(together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million Dollars
($5,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities
Act”), and applicable state securities laws.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1.
DEFINITIONS.
As
used in this Agreement, the following terms shall have the following meanings:
a.
“Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement
in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof
to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound
by the provisions of this Agreement.
b.
“Person” means any individual or entity including but not limited to any corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental
agency.
c.
“Register,” “registered,” and “registration” refer to a registration effected
by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),
and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission
(the “SEC”).
d.
“Registrable Securities” means all of the Purchase Shares that may, from time to time, be issued or become issuable
to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of
capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases
under the Purchase Agreement.
e.
“Registration Statement” means one or more registration statements of the Company covering only the sale of the Registrable
Securities.
2.
REGISTRATION.
a.
Mandatory Registration. The Company shall, within 30 days of executing definitive documents, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable
SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under
the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor
in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common
Stock then available for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable
Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and
any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for
inclusion therein. The Company shall use its best efforts to have the Registration Statement and any amendment declared effective by
the SEC at the earliest possible date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant
to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered
thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available
Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading.
b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection
with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity
to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such
comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the date
the Investor receives the substantially final pre-filing version of such prospectus.
c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a
“New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth
in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable
best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing
thereof.
d.
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration
Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed
prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then
the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent,
which shall not be unreasonably withheld, of the Investor as to the specific Registrable Securities to be removed therefrom) until such
time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event
of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements
in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein
or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions
to the Investor’s obligations) shall
be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).
3.
RELATED OBLIGATIONS.
With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor as set forth in such registration statement.
b.
The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto, and not file any document in a form to which Investor reasonably objects. The Investor shall use
its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives the final version thereof. The Company shall furnish to the
Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the
Registration Statement or any New Registration Statement.
c.
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.
d.
Upon the request of the Investor, the Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from
registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in
any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
the Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any
jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.
e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such
notice contain any material, non-public information regarding the Company), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other
number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of
such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement
or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate.
f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any
registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of
any proceeding for such purpose.
g.
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3.
h.
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to
be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.
i.
The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.
j.
If reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably requests be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number
of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities;
(ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of
the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to
any Registration Statement.
k.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.
l.
Within one (1) Business Day after any Registration Statement which includes the Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A, or such other form acceptable to the Company’s transfer agent. Thereafter, if requested by the Buyer
at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of
such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale of all of the Registrable Securities.
m.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any Registration Statement.
4.
OBLIGATIONS OF THE INVESTOR.
a.
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with
any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.
b.
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any Registration Statement hereunder.
c.
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered
into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.
5.
EXPENSES OF REGISTRATION.
All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.
6.
INDEMNIFICATION.
a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, members, managers representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact
in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any
rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any
New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i)
through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such
amendment thereof or supplement thereto, if such was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if
the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as
then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to
a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim
is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.
b.
In connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the
extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set forth on Exhibit
B attached hereto and furnished to the Company by the Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive
the transfer of the Registrable Securities by the Investor pursuant to Section 9.
c.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.
d.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.
e.
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to law.
7.
CONTRIBUTION.
To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.
8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.
With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:
a.
make and keep public information available, as those terms are understood and defined in Rule 144;
b.
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144;
c.
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and
d.
take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor that comply with applicable laws
and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.
The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent
injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.
9.
ASSIGNMENT OF REGISTRATION RIGHTS.
The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The
Investor may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate of the
Investor.
10.
AMENDMENT OF REGISTRATION RIGHTS.
No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a
written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right
or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
11.
MISCELLANEOUS.
a.
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of
such Registrable Securities.
b.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:
If
to the Company:
Clean
Vision Corporation
2711
North Sepulveda Blvd
Suite
1051
Manhattan
Beach, CA 90266
Tel:
424-835-1845
Email: d.bates@cleanvisioncorp.com
With
a copy to (which shall not constitute notice or service of process):
Lucosky
Brookman
101
Wood Avenue South
Woodbridge,
NJ 08830
Tel: 732-395-4400
If to the Investor:
ClearThink
Capital Partners, LLC
10
Times Square, 5th FL
New
York, NY 10024
Tel:
646-431-6980
E-mail:
nyc@clearthink.capital
If
to the Transfer Agent:
Equiniti
1110
Centre Pointe Curve
Suite
101
Mendota
Heights, MN 55120
Tel:
800-837-5449
or
at such other address, email address and/or facsimile number and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or email account containing the time, date, recipient facsimile number or email address, as applicable,
or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile,
email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
c.
The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the State of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision
of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
d.
This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth
or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.
e.
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.
f.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
g.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
h.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
i.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.
j.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.
*
* * * * *
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.
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THE
COMPANY: |
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CLEAN
VISION CORPORATION
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By: |
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Name: |
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Title: |
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BUYER: |
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CLEARTHINK
CAPITAL PARTNERS, LLC |
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By |
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Name: |
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Title: |
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EXHIBIT
A
TO
REGISTRATION RIGHTS AGREEMENT
FORM
OF NOTICE OF EFFECTIVENESS
OF
REGISTRATION STATEMENT
[Date]
[TRANSFER
AGENT]
___________________
___________________
Re:
[__________]
Ladies
and Gentlemen:
We
are counsel to Clean Vision Corporation, a Nevada corporation (the “Company”), and have represented the Company in
connection with that certain Purchase Agreement, dated as of May 21, 2024 (the “Purchase Agreement”), entered into
by and between the Company and ClearThink Capital Partners, LLC (the “Buyer”) pursuant to which, among other things,
the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”), in an amount up to Five Million Dollars ($5,000,000) (the “Purchase Shares”), in accordance with
the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities and Exchange Commission (the “SEC”) [__________] shares of Common Stock that may be issued
and sold by the Company to the Buyer from time to time (the “Purchase Shares”).
Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of May 24, 2024 with the Buyer
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Purchase
Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on February 7, 2023, the Company
filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the SEC relating to
the resale of the Purchase Shares and the Commitment Shares.
In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered
an order declaring the Registration Statement effective under the Securities Act at __:__ am/pm on _______ __, 2024, and we have no knowledge,
based solely on our review of the Commission’s “Stop Orders” web page (http://sec.gov/litigation/stoporders.shtml),
that any stop order suspending the Registration Statement’s effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC, and the Purchase Shares and the Commitment Shares are available for resale under the Securities
Act pursuant to the Registration Statement and may be issued without any restrictive legend.
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Very
truly yours, |
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[Company
Counsel] |
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By |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Clean Vision (QB) (USOTC:CLNV)
過去 株価チャート
から 2 2025 まで 3 2025
Clean Vision (QB) (USOTC:CLNV)
過去 株価チャート
から 3 2024 まで 3 2025
