Common use of ACKNOWLEDGEMENTS OF THE PARTIES Clause in Contracts

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder may, from time to time, sell any or all of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short sell any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP DUTCHESS OPPORTUNITY FUND, II, LP, By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP OMEGA COMMERCIAL FINANCE CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxx S, Xxxxxxxx, IV Xxx S, Xxxxxxxx, IV (Principal Executive Officer) LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE Date:_____________ RE: Put Notice Number _________ Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time OMEGA COMMERCIAL FINANCE CORPORATION. an Wyoming corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $___________________. The Pricing Period runs from _________________until _________________. The Suspension Price is $____________________. The current number of shares issued and outstanding as of the Company are: ___________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:___________________. Regards, OMEGA COMMERCIAL FINANCE CORPORATION. By: Name: Title: EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date:________________ RE: OMEGA COMMERCIAL FINANCE CORPORATION. Dear ________________: Pursuant to the Put given by OMEGA COMMERCIAL FINANCE CORPORATION. to Dutchess Opportunity Fund, II, LP on ____________________ 20__, we are now submitting the amount of common stock directly shares for you to one or more purchasers or through brokersissue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, dealersII, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related LP immediately and send via DWAC to the prevailing market pricesfollowing account: XXXXXX Once these shares are received by us, at negotiated priceswe will have the funds wired to the Company. Regards, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Xxxxxxx X. Xxxxxxxx

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Periodas provided in Section 3.12 of this Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] 22 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: "AAA Name: Xxxx Xxxxxx Title: Member of INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByName:Xxxxx Xxxxxxxxxx Title: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] EXHIBIT B EXHIBIT C EXHIBIT D LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 24 See attached. EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT 25 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: 08-07-2020 [TRANSFER AGENT] Re: Cannabis Global, Inc. Ladies and Gentlemen: We are counsel to Cannabis Global, Inc., a Nevada corporation (the "Company''), and have represented the Company in connection with that certain Equity Financing Agreement (the "Investment Agreement") entered into by and among the Company and GHS Investments, LLC(the "Investor'') pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company's common stock, $ par value per share (the "Common Stock'"') on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement'') pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on 50, the Company filed a Registration Statement on Form S-1 (File No. _4) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at on _0 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] 26 EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number _ Dear Mr./Ms. This is to inform you that as of today, from time Cannabis Global, Inc.., a Nevada corporation (the "Company", hereby elects to time, sell any or all exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ The Pricing Period runs from until The Purchase Price is: $ The number of Put Shares due: The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: The number of shares currently available for issuance on the S-1 is: Regards, dealersCannabis Global, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Inc.. By: Name: Title: 27 EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. ; Pursuant to the prevailing market pricesPut given by Cannabis Global, at negotiated pricesInc.., or at fixed pricesto GHS Investments LLC ("GHS") on 202_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. WT CONSULTING GROUP, LLC By: /s/ Xxxx Xxxxxxxxx Xxxxxxx ----------------------------- Name: Xxxx Xxxxxxxxx Xxxxxxx Title: Managing Member ARISTOCRAT GROUP CORPHD VIEW 360, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx ----------------------------- Name: Xxxxxx Xxxxxxxxxx President and CEO Xxxxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D B Put Settlement Sheet EXHIBIT E Plan A FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time HD View 360, Inc., a Florida corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement to require WT Conslulting Group, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares __________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersHD View 360, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: __________________________________ Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer EXHIBIT B PUT SETTLEMENT SHEET Date: ________________ Dear ________, at prices related Pursuant to the prevailing market pricesPut given by HD View 360, at negotiated pricesInc. to WT Consulting Group, or at fixed pricesLLC. ("WT") on _________________ 201_, which may be changed. The sale of we are now submitting the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market purchase price for the shares of common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing. Purchase Price per Share _________________. Shares Being Purchased___________________.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP TANGIERS GLOBAL, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member UNITED CANNABIS CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxxxx Xxxxxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and Xxxxxxx Xxxxxxxx Title: CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder mayDecember 28, from time to time2016 (the “Execution Date”), sell any or all of is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its shares of common stock directly to one or more purchasers or through brokersprincipal executive offices at 0000 Xxxxxxxx, dealersXxxxx 0000, or underwriters who may act solely as agents Xxxxxx, XX 00000 and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at market prices prevailing at the time of saleCaribe Xxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, at prices related to the prevailing market pricesXxxxxxxx Xx. #00, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingXX 00000.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no No representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock Shares at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows.] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. INVESTOR Xxxxxxxxx Alternative Credit Fund LP By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Name: XXXX XXXXXXXXX Title: DIRECTOR COMPANY Sharing Economy International Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxx Xxx Xxxxx Xxxxxxx Name: Xxxx Xxx Xxxxx Xxxxxxx Title: Chairman LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan D U.S. Accredited Investor Certificate EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __________________________________ Dear Mr. ____________________________________________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time ________________________, a ___________________ corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Xxxxxxxxx Alternative Credit Fund LP, sell any or all to purchase shares of its Common Share. The Company hereby certifies that: Put Amount in Shares: ______________________________________. The Pricing Period runs from ________________________________ until ___________________________________. The current number of Common Shares issued and outstanding is: ___________________________________________. The number of shares of common stock directly to one or more purchasers or through brokerscurrently available for resale on the S-1 is: ____________________________________________. Regards, dealersBy: Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: Dear , or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by ___________________________, at negotiated pricesa corporation organized under the laws of ___________________ (the “Company”), or at fixed pricesto Xxxxxxxxx Alternative Credit Fund LP (the “Investor”) on _________________, which may be changed202_, we are now submitting the purchase price for the Common Shares. The sale of Purchase Price per Common Share: _______________________________________. Shares Being Purchased _______________________________________________. Total Purchase Price: _________________________________________________. Please have a certificate bearing no restrictive legend issued to the common stock offered by this prospectus may be effected in one or more of Investor immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once the conditions of Section 2.5 have been met, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.By: Name: Title: EXHIBIT D [TO BE PROVIDED}

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member RICH PHARMACEUTICALS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and Xxx Xxxxx Xxx Xxxxx, CEO [SIGNATURE PAGE OF EQUITY FINANCING INVESTMENT AGREEMENT] 25 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Rich Pharmaceuticals, from time Inc. Ladies and Gentlemen: We are counsel to timeRich Pharmaceuticals, sell any or all of its Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock directly stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or through brokers, dealersthat any proceedings for that purpose are pending before, or underwriters who may act solely as agents at market prices prevailing at threatened by, the time of sale, at prices related SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the prevailing market pricesRegistration Statement Very truly yours, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] 28 EXHIBIT C FORM OF PUT NOTICE Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the as provided in Section 3.12 of this Agreement, (ii) Investor agrees that it will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (iiiii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iiiiv) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iiiiv) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: _________________________________ Name: ____________ Title: Member VERDE BIO HOLDINGS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By__________________________________ Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO ____________ Title: ____________ [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] 39 LIST OF EXHIBITS EXHIBIT ARegistration Rights Agreement EXHIBIT BNotice of Effectiveness EXHIBIT CPut Notice EXHIBIT DPut Settlement Sheet 40 EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re Verde Bio Holdings, Inc. Ladies and Gentlemen: We are counsel to Verde Bio Holdings, Inc.., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock, par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement EXHIBIT B Notice with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Effectiveness Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on May 20, 2020, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] 42 EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan Number __ Dear Mr./Ms.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Verde Bio Holdings, Inc.., a Nevada corporation (the “Company”), hereby elects to time, sell any or all exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersVerde Bio Holdings, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by Verde Bio Holdings, at negotiated pricesInc.., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 202_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. Tangiers Global, LLC By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx _________________________________ Name: Title: Managing Member ARISTOCRAT GROUP CORP. Cherubim Interests, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO __________________________________ Name: Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Cherubim Interests, Inc., a Nevada corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares__________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersCherubim Interests, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by Cherubim Interests, at negotiated pricesInc. to Tangiers Global, or at fixed pricesLLC (the “Investor”) on _________________ 201_, which may be changed. The sale we are now submitting the amount of the shares of common stock offered by this prospectus may be effected in one or more of for you to issue to the Investor. Please have a certificate bearing no restrictive legend totaling __________ shares issued to the Investor immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.TANGIERS GLOBAL, LLC By: _________________________________ Name: Title: Managing Member SCHEDULE 4.3

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP GHS INVESTMENTS, LLC By: _________________________________ Name: ____________ Title: _____________ APPIPHANY TECHNOLOGIES HOLDINGS, CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By__________________________________ Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO ____________ Title: ____________ [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCINGINVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 25 EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Appiphany Technologies Holdings Corp. Ladies and Gentlemen: We are counsel to Appiphany Technologies Holdings Corp., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Equity Financing Agreement (the "Investment Agreement") entered into by and among the Company and GHS Investments LLC(the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company's common stock, $___ par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, from time This is to timeinform you that as of today, sell any or all Appiphany Technologies Holdings Corp., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersAppiphany Technologies Holdings Corp. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given Appiphany Technologies Holdings Corp., at negotiated pricesto GHS Investments LLC ("GHS") on _________________ 201_, or at fixed prices, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP:____________________________ Xxxxxxx X. Xxxxxxxx, Director SPORTSQUEST, INC. By: /s/ :__________________________________ Xxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and Xxxx, CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: SportsQuest, from time Inc. Ladies and Gentlemen: We are counsel to timeSportsQuest, sell any or all of its Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, $.0001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP KVM CAPITAL PARTNERS LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: LIBERTY STAR URANIUM & METALS CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxx Xxxxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Xxxxx Xxxxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Liberty Star Uranium & Metals Corp. Ladies and Gentlemen: We are counsel to Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and KVM Capital Partners (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $0.00001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-_ _______) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on _________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, from time This is to timeinform you that as of today, sell any or all Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersLiberty Star Uranium & Metals Corp. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by Liberty Star Uranium & Metals Corp. to KVM Capital Partners. (“KVM”) on _________________ 201_, at negotiated prices, or at fixed prices, which may be changedwe are now submitting the amount of common shares for you to issue to KVM. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.KVM CAPITAL PARTNERS LLC By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, LP By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP M-WISE, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxx Name: Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxxx Title: Chairman /s/ Xxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxxxx President Title: Chief Financial Officer and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Principal Accounting Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: M-WISE, from time INC.. Ladies and Gentlemen: We are counsel to timeM-Wise, sell any or all of its Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, no later than 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. GHS INVESTMENTS, LLC By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Vape Holdings, Inc. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Xxxxxx, Chief Executive Officer [SIGNATURE PAGE OF EQUITY LINE INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Form of Notice of Effectiveness EXHIBIT C Form of Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Vape Holdings, from time Inc. Ladies and Gentlemen: We are counsel to timeVape Holdings, sell any or all of its Inc, a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock directly stock, $0.___par value per share(the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or through brokers, dealersthat any proceedings for that purpose are pending before, or underwriters who may act solely as agents at market prices prevailing at threatened by, the time of sale, at prices related SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the prevailing market pricesRegistration Statement. Very truly yours, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. KODIAK CAPITAL GROUP, LLC By: /s/ :____________________________ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx X. Xxxxxx, Managing Member ARISTOCRAT GROUP CORP. Director _______________________________ By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] :____________________________ LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ___________________________________________ Ladies and Gentlemen: We are counsel to _____________________, from time a ____________ corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to time, sell any or all of its which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on _________, 2010 the Company filed a Registration Statement on Form S-1 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, ____________________ – Company Council EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxx, This is to inform you that as of today, Milwaukee Iron Arena Football, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The sale Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, _____________ EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. ____________________ Pursuant to the Put given by Milwaukee Iron Arena Football, Inc., to Kodiak Capital Group, LLC on March 1, 2010, we are now submitting the amount of common stock offered by this prospectus may be effected in one or more of shares for you to issue to Kodiak Capital Group, LLC. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Kodiak Capital Group, LLC immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersRidge Clearing and Outsourcing DTC# 0158 Account# 2988016115 If not DWAC eligible, dealersplease send FedEx Priority Overnight to: Kodiak Capital Group, or underwriters who may act solely as agents; · “at LLC Attn: Xxxx Xxxxxx Xxx Xxxxxxxx Xxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Once these shares are received by us, we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Xxxx X. Xxxxxx

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Periodas provided in Section 3.12 of this Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member APPLIFE DIGITAL SOLUTIONS, INC. By: /s/ Xxxxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByTitle: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ________ [TRANSFER AGENT] Re: Applife Digital Solutions, Inc. Ladies and Gentlemen: We are counsel to Applife Digital Solutions, Inc., a corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $____ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ________ _____, 20 , the Company filed a Registration Statement on Form S-1 (File No. __ -________________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at _____ on ______, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number Dear Mr./Ms. , from time This is to timeinform you that as of today, sell any or all Applife Digital Solutions, Inc., a corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The Purchase Price is: $ The number of Put Shares due: . The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: . The number of shares currently available for issuance on the S-1 is: . Regards, dealersApplife Digital Solutions, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. , at prices related Pursuant to the prevailing market pricesPut given by Applife Digital Solutions, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on 202_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] shares issued to GHS Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Periodas set forth in Section 3(C) of this Agreement; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iviii) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through and (iiiii) above if the Investor effects any transactions in the securities of the Company; (iv) the Company has no obligation to ever submit any Put Notice to the Investor or otherwise exercise its Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. [Signature page follows] right to sell Shares of its Common Stock to the Investor pursuant to this Agreement; (v) the Common Stock is listed on the Nasdaq Global Select Market as of the Execution Date, but any delisting of the Common Stock from such Principal Market or from any Principal Market on which the Common Stock may be listed or quoted after the Execution Date shall not be deemed a breach of this Agreement or the failure of a condition precedent to the parties’ respective obligations pursuant to this Agreement as long as the Common Stock is listed or quoted on at least one Principal Market; and (vi) if the number of shares of Common Stock outstanding changes by reason of a reverse stock split, stock dividend, stock split, or similar recapitalization, the number of Shares set forth in Sections 2(H), 4(D), and 5(F) of this Agreement shall be adjusted appropriately. Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. DUTCHESS OPPORTUNITY FUND, II, LP By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member ARISTOCRAT GROUP CORPof: Dutchess Capital Management, II, LLC; General Partner to: Dutchess Opportunity Fund, II, LP INDEPENDENT BANK CORPORATION By: /s/ Xxxxxxx X. Xxxxx Xx. Xxxxxxx X. Xxxxx Xx. Chief Executive Officer and President By: /s/ Xxxxxx Xxxxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxxxx President X. Xxxxxxx Chief Financial Officer and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Executive VP Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness of Registration Statement EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. EXHIBIT E Plan of Distribution A Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. 34 EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: INDEPENDENT BANK CORPORATION. Ladies and Gentlemen: We are counsel to Independent Bank Corporation, from time a Michigan corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the “Investor”) pursuant to time, sell any or all of its which the Company has agreed to issue to the Investor shares of the Company’s common stock directly stock, no par value per share (the “Common Stock”), on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, or underwriters who may act solely on ______, 20___ the Company filed a Registration Statement on Form S- ___ (File No. 333-______) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. EXHIBIT C Date: RE: Put Notice Number ___ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Independent Bank Corporation, a Michigan corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The sale Company hereby certifies that: The Put Amount for this Put is $ . The Pricing Period for this Put runs from until . The Suspension Price for this Put is $ (per Share). The number of Shares of the common stock offered by this prospectus may be effected in one or more Company’s Common Stock issued and outstanding as of the following methodsdate of this Put Notice is: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination The number of Shares of the foregoingCompany’s Common Stock currently available for issuance pursuant to the Registration Statement is: Regards, Independent Bank Corporation Name: Title: Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put Notice given by Independent Bank Corporation, to Dutchess Opportunity Fund, II, LP on 20___, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling shares issued to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have funds in the amount of the Purchase Amount wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010. DATE VWAP Day 1 Day 2 Day 3 Day 4 Day 5 Lowest VWAP PUT AMOUNT AMOUNT WIRED TO COMPANY PURCHASE PRICE (95%) AMOUNT OF SHARES DUE The undersigned has completed this Put as of this ___th day of , 20 . Independent Bank Corporation Name: Title: Independent Bank Corporation.INVESTMENT.AGREEMENT.July.2010.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or engage in hedging transactions with regard to, the Company's Common Stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on From 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Financing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPRICH PHACEUTICALS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Executive Officer LG CAPITA/ZING, LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Name: Xxxxxx Xxxxxx Title: Manager LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement Form of Drawdown Notice EXHIBIT B Notice of Effectiveness Investor Questionnaire EXHIBIT C Put Notice EXHIBIT D Put Drawdown Settlement Sheet EXHIBIT E Plan A FORM OF DRAWDOWN NOTICE Date: RE: Drawdown Notice N umber Dear------ This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Rich Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement to require LG Capital Funding, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $----- The Pricing Period runs from-------until------- The Purchase Price is: $------- The n umber of Drawdown Shares Due: The ctment number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: The number of shares currently available for issuance on the Registration Statement on Form S-1 1s: Regards, dealersRich Pharmaceuticals, or underwriters who may act solely as agents at market prices prevailing at the time Inc. By: Name: Title: EXHIBIT B Form of sale, at prices related Investor Questionnaire EXHIBIT C DRAWDOWN SETTLEMENT SHEET Date: Dear Pursuant to the prevailing market pricesDrawdown given by Rich Pharmaceuticals, at negotiated pricesInc. (the "Company") to LG Capital Funding, or at fixed pricesLLC (the "Investor") on _____201_, which may be changedwe are now submitting the amount of common shares for you to issue to the Investor. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling _______shares issued to Investor immediately and send via its Deposit Withdrawal Agent Commission ("DWAC") system to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send Fed Ex Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.LG CAPITAL FUNDING, LLC By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPTANGIERS GLOBAL, LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Member LINGERIE FIGHTING CHAMPIONSHIPS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxx Xxxxxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President Xxxxx Xxxxxxxx Title: Chief Executive Officer and CEO Chief Financial Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan D Commitment Fee Note EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time LINGERIE FIGHTING CHAMPIONSHIPS, INC., a NEVADA corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________. The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersLINGERIE FIGHTING CHAMPIONSHIPS, or underwriters who may act solely as agents at market prices prevailing at the time of saleINC. By: Name: Title: Chief Executive Officer and Chief Financial Officer EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by LINGERIE FIGHTING CHAMPIONSHIPS, at negotiated pricesINC. to Tangiers Global, or at fixed pricesLLC. (“TIG”) on _________________ 201_, which may be changed. The sale we are now submitting the amount of the shares of common stock offered by this prospectus may be effected in one or more of for you to issue to TIG. Please have a certificate bearing no restrictive legend totaling __________ shares issued to TIG immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.TANGIERS GLOBAL, LLC By: Name: Title: Managing Member EXHIBIT D

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iI) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement and will comply with all applicable laws, regulations and rules; (iiII) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth business day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiIII) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivIV) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iI) through (iiiIII) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. DUTCHESS EQUITY FUND, LP, By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member ARISTOCRAT GROUP CORPof: Dutchess Capital Management, LLC General Partner to: Dutchess Equity Fund, LP POLYMEDIX, INC. By: /s/ Xxxxxx Xxxxxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF X. Xxxxx Vice President, Finance Chief Financial Officer POLYMEDIX, INC. INVESTMENT AGREEMENT] . MAY 2009. LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness Intentionally Omitted EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009. EXHIBIT E Plan A POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009. EXHIBIT C PUT NOTICE Date: RE: Put Notice Number _____ Dear Xx. Xxxxxxxx, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time PolyMedix, Inc., a Delaware corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Dutchess Equity Fund, sell any or all LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The Minimum Acceptable Price is . The current number of shares issued and outstanding of the Company are: The number of shares currently issuable pursuant to the Investment Agreement and available for resale pursuant to the Registration Statement (prior to giving effect to this Put Notice) is: Regards, PolyMedix, Inc. Xxxxxx X. Xxxxx Vice President, Finance Chief Financial Officer POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxx, Pursuant to the Put given by PolyMedix, Inc., to Dutchess Equity Fund, LP on 200_, we are now submitting the amount of common stock directly shares for you to one or more purchasers or through brokersissue to Dutchess. Please have a certificate bearing no restrictive legend totaling shares issued to Dutchess Equity Fund, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related LP immediately and send via DWAC to the prevailing market pricesfollowing account: XXXXXX If not DWAC eligible, at negotiated pricesplease send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, or at fixed priceswe will have the funds wired to the Company. Regards, which may be changedXxxxxxx X. Xxxxxxxx POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009. DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 VWAP IN PRICING PERIOD PUT AMOUNT AMOUNT WIRED TO COMPANY PURCHASE PRICE (95)% (NINETY-FIVE PERCENT)) AMOUNT OF SHARES DUE The sale undersigned has completed this Put as of the common stock offered by this prospectus may be effected in one or more _____th day of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers200_. POLYMEDIX, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business marketsINC. Xxxxxx X. Xxxxx Vice President, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingFinance Chief Financial Officer POLYMEDIX, INC. INVESTMENT AGREEMENT. MAY 2009.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member ROCKY MOUNTAIN HIGH BRANDS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxxxx Xxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Xxxxxxx Xxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF EQUITY FINANCING INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maySchedule 4.3 Notes Payable, from time to timeWarrants, sell any or all of its shares of common stock directly to one or more purchasers or through brokersand Options Notes Payable Maturity Date Interest Rate Principal ONS Partners Pre-Bankruptcy Claim July 11, dealers2019 0% $ 20,000 Xxxx Xxxxxx Pre-Bankruptcy Claim July 11, or underwriters who may act solely as agents at market prices prevailing at the time of sale2019 0% 10,000 Xxxxxx X. Xxxxxx Convertible Promissory Note July 11, at prices related to the prevailing market prices2017 8% 25,000 AUison Xxxxx Convertible Promissory Note July 16, at negotiated prices2017 8% 25,000 Homie Doroodian Convertible Promissory Note 8-Sep-17 8% 50,000 Xxxxxxx Xxxxx Convertible Promissory Note October 13, or at fixed prices2017 6% 25,000 Xxxxxxx Xxxxx Convertible Promissory Note October 28, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers2017 6% 25,000 Vista Capital Investments, dealersLLC Convertible Note May 10, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets2019 8% 250,000 wcas Xxxxxx Convertible Note June 29, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.2019 8% 130,000 Eagle F.quities, LLC Convertible Note July 28, 2018 8% 250,000 Xxxxx Xxxxxxxx Convertible Promissory Note December 30, 2017 6% 184,300 Xxxxx Xxxxxxxx Convertible Promissory Note December l9, 2017 6% 200,150 LSW Holdings, LLC Convertible Promissory Note November 19, 2017 6% 79,000 LSW Holdings, LLC Convertible Promissory Note January 11, 2018 6% 100,000 Whitestone Offices, LLC Note September l, 2019 0% 40,121 Total $1,413,571 Warrants Issued Term Shares Xxxxxxx Xxxxxx Warrant March 31, 2017 5 years 75,000 Xxxxx Xxxxxxxxx Warrant March 31, 2017 5 years 75,000 Poafpybitty Family, LLC Warrant July 27, 2017 3 years 500,000 Total 650,000 Options Issued Term Shares Xxxxx Xxxxx Options April 23, 2017 2 years 7,000,000 Xxxxxxx Xxxxxx Options April 23, 2017 2 years 175,000 Xxxxxxx Xxx Options April 23, 2017 2 years 175,000 Xxxxx Xxxxxxxxxx Options May 11, 2017 2 years 7,000,000 Xxxxxxx Xxxxxx Options May 11, 2017 2 years 175,000 Xxxxxxx Xxx Options May 11, 2017 2 years 175,000 Xxxxx Xxxxx Options June 30, 2017 2 years 13,000,000 Xxxxxxx Xxxxxx Options June 30, 2017 2 years 325,000 Xxxxxxx Xxx Options June 30, 2017 2 years 325,000 Xxxxx Xxxxx Options November 1, 2017 2 years 2,000,000 Xxxxxxx Xxxxxx Options November 1, 2017 2 years 50,000 Xxxxxxx Xxx Options November 1, 2017 2 years 50,000 Xxxxx Xxxxxxxxxx Options November 11, 2017 2 years 2,000,000 Xxxxxxx Xxxxxx Options November 11, 2017 2 years 50,000 Xxxxxxx Xxx Options November 11, 2017 2 years 50,000 Xxxxx Xxxxxxxxx Options 2-Jul-14 (1) 2,000,000 Total 34,550,000

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPWT CONSULTING GROUP, LLC By: /s/ Bill Hirschy ----------------------------- Name: Bill Hirschy Title: Managing Member HD VIEW 360, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByDennis Mancino ----------------------------- Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Dennis Mancino Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D B Put Settlement Sheet EXHIBIT E Plan A FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time HD View 360, Inc., a Florida corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement to require WT Conslulting Group, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares __________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersHD View 360, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: __________________________________ Name: Dennis Mancino Title: Chief Executxxx Xxxxxxx EXHIBIT B PUT SETTLEMENT SHEET Date: ________________ Dear ________, at prices related Pursuant to the prevailing market pricesPut given by HD View 360, at negotiated pricesInc. to WT Consulting Group, or at fixed pricesLLC. ("WT") on _________________ 201_, which may be changed. The sale of we are now submitting the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market purchase price for the shares of common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing. Purchase Price per Share _________________. Shares Being Purchased___________________.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short sell any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP DUTCHESS OPPORTUNITY FUND, II, LP, By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP OMEGA COMMERCIAL FINANCE CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxx S, Xxxxxxxx, IV Xxx S, Xxxxxxxx, IV (Principal Executive Officer) Signature Page to Investment Agreement LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE Date:_____________ RE: Put Notice Number _________ Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time OMEGA COMMERCIAL FINANCE CORPORATION. an Wyoming corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $___________________. The Pricing Period runs from _________________until _________________. The Suspension Price is $____________________. The current number of shares issued and outstanding as of the Company are: ___________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:___________________. Regards, OMEGA COMMERCIAL FINANCE CORPORATION. By: Name: Title: EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date:________________ RE: OMEGA COMMERCIAL FINANCE CORPORATION. Dear ________________: Pursuant to the Put given by OMEGA COMMERCIAL FINANCE CORPORATION. to Dutchess Opportunity Fund, II, LP on ____________________ 20__, we are now submitting the amount of common stock directly shares for you to one or more purchasers or through brokersissue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, dealersII, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related LP immediately and send via DWAC to the prevailing market pricesfollowing account: XXXXXX Once these shares are received by us, at negotiated priceswe will have the funds wired to the Company. Regards, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Xxxxxxx X. Xxxxxxxx

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP TANGIERS GLOBAL, LLC By: /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Managing Member UNITED CANNABIS CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByJxxx Xxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Jxxx Xxxxx Title: Chief Financial Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time United Cannabis Corp., a Colorado corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares __________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersUnited Cannabis Corp. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by United Cannabis Corporation to Tangiers Global, at negotiated pricesLLC. (“TG”) on _________________ 201_, or at fixed prices, which may be changedwe are now submitting the purchase price for the shares of common stock. The sale of the common stock offered by this prospectus may be effected in one or more of Purchase Price per Share _________________. Shares Being Purchased___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to TG immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely we will have the funds wired to the Company. Regards, TANGIERS GLOBAL, LLC By: _________________________________ Name: Title: Managing Member 30 SCHEDULE 4.3 None. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as agents; · of January 19, 2018 , (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 300 Xxxxxxxxxx Xx, Xxxx X Xxxxxx, XX 00000, and Tangiers Global, LLC (the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets“Investor”), including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoinga Wyoming limited liability company, with its principal executive offices at Caribe Pxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, Xxxxxxxx Xx. #00, Xxx Xxxx, XX 00901.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-non- public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page followsPage Follows] ELED INVESTMENT AGREEMENT JULY.2014 25 SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, L.P. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP ENERGIE HOLDINGS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF Cheif Executive Officer ELED INVESTMENT AGREEMENT] AGREEMENT JULY.2014 26 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet ELED INVESTMENT AGREEMENT JULY.2014 27 EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time ENERGIE HOLDINGS, INC. a Delaware corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short short, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPAMERICANN, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Txxxxxx Xxxxx, Chief Executive Officer MOUNTAIN STATES CAPITAL, LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Manager [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS AmeriCann Invest. Agree 8-24-17 EXHIBIT A Registration Rights FORM OF PUT NOTICE Date: This is to inform you that as of today, AmeriCann, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder mayto require Mountain States Capital, from time LLC to time, sell any or all purchase shares of its common stock such that the Put Amount will be received by the Company on the Closing Date. The Company hereby certifies that: Put Amount $ __________. Minimum Price: $____________ The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. AmeriCann, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Inc. By: __________________________________ Name: Txxxxxx Xxxxx Title: Chief Executive Officer EXHIBIT B PUT SETTLEMENT SHEET Date: ________________ Pursuant to the prevailing market pricesPut given by AmeriCann, at negotiated pricesInc. to Mountain States Capital, or at fixed pricesLLC. on _________________ 201_, which may be changedwe are now submitting the Purchase Price for the shares of common stock. The sale of the common stock offered by this prospectus may be effected in one or more of Put Amount: $______________ Purchase Price per Share:$_________________. Shares Being Purchased: ___________________. Please have a certificate bearing no restrictive legend issued to Mountain States Capital, LLC immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.MOUNTAIN STATES CAPITAL, LLC By: _________________________________ Manager

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] GHS INVESTMENTS, LLC LIST OF EXHIBITS EXHIBIT ARegistration Rights Agreement EXHIBIT BNotice of Effectiveness EXHIBIT CPut Notice EXHIBIT DPut Settlement Sheet EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: NewBridge Global Ventures, Inc., Ladies and Gentlemen: We are counsel to NewBridge Global Ventures, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement EXHIBIT B Notice with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Effectiveness Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 20 , the Company filed a Registration Statement on Form S- 1 (File No. - ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution EXHIBIT E PLAN FORM OF DISTRIBUTION The selling stockholder may, from time to time, sell any or all of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.PUT NOTICE Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short sell any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP DUTCHESS OPPORTUNITY FUND, II, LP By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP GTX CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Chief Executive Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness Intentionally Omitted EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan Amended Articles of Distribution Incorporation Amending Par Value of Shares EXHIBIT E PLAN A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B INTENTIONALLY OMITTED EXHIBIT C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: _______________ RE: Put Notice Number ______________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, from time GTX Corp., a XXXXX corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Xxxxxxx Xxxxx Name: SarfrazHajee Title: Member APPLIFE DIGITAL SOLUTIONS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByName: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO MatthewReid Title: ceo [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] 25 LIST OF EXHIBITS EXHIBIT ARegistration Rights Agreement EXHIBIT BNotice of Effectiveness EXHIBIT CPut Notice EXHIBIT DPut Settlement Sheet EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Applife Digital Solutions, Inc., Ladies and Gentlemen: We are counsel to Applife Digital Solutions, Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement EXHIBIT B Notice with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Effectiveness Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on________, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at________on________, 20 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan Number Dear Mr./Ms.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Applife Digital Solutions, Inc., a _______ corporation (the “Company”), hereby elects to time, sell any or all exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $.________ The Pricing Period runs from________ until _______________. The Purchase Price is: $________ The number of Put Shares Due: ________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________. Regards, dealersApplife Digital Solutions, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc., at prices related By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the prevailing market pricesPut given by Applife Digital Solutions, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 201_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] __________ shares issued to GHS Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Member SPORTS FIELD HOLDINGS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByJxxxxx Xxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and Jxxxxx Xxxxx Title: CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Sports Field Holdings, Inc., Ladies and Gentlemen: We are counsel to Sports Field Holdings, Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $0.00001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, from time This is to timeinform you that as of today, sell any or all Sports Field Holdings, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersSports Field Holdings, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc., at prices related By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the prevailing market pricesPut given by Sports Field Holdings, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 201_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORPXxxxxxx X. Xxxxxxxx ----------------------- Xxxxxxx X. Xxxxxxxx, Director SMOKY MARKET FOODS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxxx ------------------- Xxxxxx Xxxxxxxxxx President and Xxxxxxxx, CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS ---------------- EXHIBIT A Registration Rights Agreement EXHIBIT B Form of Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A [SEE ATTACHED] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Smoky Market Foods, Inc. Ladies and Gentlemen: We are counsel to Smoky Market Foods, Inc., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the resale of shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (including any amendments thereof the "Registration Statement") with the Securities and Exchange Commission (the "SEC") registering under the 1933 Act, among other securities, the re-sale of ______________ shares of Common Stock (subject to adjustment for stock splits and similar transaction) (the "Registrable Securities") by the Investor as a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to our knowledge, as of the date hereof no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder mayC Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, from time This is to timeinform you that as of today, sell any or all Smoky Market Foods, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. (the "Investor") to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: ____________________________________________ Assuming the Investor has previously sold all shares of common stock directly issued to one or more purchasers or through brokersit under the Investment Agreement, dealersthe number of shares registered for re-sale under the Registration Statement on Form SB-2, or underwriters who may act solely as agents at market prices prevailing at File No. 333-________________ by the time of saleInvestor that have not be sold are: _________________________. Regards, at prices related /s/ Xxxxxx Xxxxxxxx ------------------- Xxxxxx Xxxxxxxx, CEO Smoky Market Foods, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxxxx, Pursuant to the prevailing market pricesPut given by Smoky Market Foods, at negotiated pricesInc., or at fixed pricesto Dutchess Private Equities Fund, which may be changedLtd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate representing __________ shares (the "Put Shares") issued to Dutchess Private Equities Fund, Ltd. Immediately. The Put Shares have been offered and sold pursuant to the Registration Statement on Form SB-2, File No. 333-___________ and the prospectus that is part thereof. The offer and sale of such Put Shares were in accordance with the common stock offered by this plan of distribution set forth in the prospectus may and all applicable state and federal securities laws. The selling stockholder or his/her/its agent complied with the prospectus delivery requirements under the Securities Act of 1933, as amended, in connection with such offer and sale. Accordingly, please issue the certificate representing the Put Shares without restrictive legend. The Put Shares should be effected issued in one or more the name of Dutchess Private Equities Fund, Ltd. immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersXXXXXX If not DWAC eligible, dealersplease send FedEx Priority Overnight to: XXXXXX Regards, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing./s/ Xxxxxxx X. Xxxxxxxx ----------------------- Xxxxxxx X. Xxxxxxxx

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP:____________________________ Xxxxxxx X. Xxxxxxxx, Director Human Biosystems, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and :__________________________________ Xxxxx Xxxxxx, CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries 33 EXHIBIT E Plan of Distribution A 34 EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Human Biosystems, from time Inc. Ladies and Gentlemen: We are counsel to timeHuman Biosystems, sell any or all of its Inc., a California corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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 ] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Human Biosystems, Inc., a California corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The sale Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Human Biosystems, Inc. Xxxxx Xxxxxx, CEO EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxx, Pursuant to the Put given by Human Biosystems, Inc., to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common stock offered by this prospectus may be effected in one or more of shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersXXXXXX If not DWAC eligible, dealersplease send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Xxxxxxx X. Xxxxxxxx 37

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Periodas provided in Section 3.12 of this Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: Name: Title: Member GBT TECHNOLOGIES, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByName: /s/ Mxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and Title: CEO [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: GBT Technologies, Inc. Ladies and Gentlemen: We are counsel to GBT Technologies, Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $_____ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, from time This is to timeinform you that as of today, sell any or all GBT Technologies, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersGBT Technologies, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by GBT Technologies, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 202_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP KVM CAPITAL PARTNERS LLC By: Name: Xxxx Xxxxxxxx Title: LIBERTY STAR URANIUM & METALS CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByName: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Xxxxx Xxxxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Liberty Star Uranium & Metals Corp. Ladies and Gentlemen: We are counsel to Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by and among the Company and KVM Capital Partners (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $0.00001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. 333-_ _______) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on _________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, from time This is to timeinform you that as of today, sell any or all Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersLiberty Star Uranium & Metals Corp. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by Liberty Star Uranium & Metals Corp. to KVM Capital Partners. (“KVM”) on _________________ 201_, at negotiated prices, or at fixed prices, which may be changedwe are now submitting the amount of common shares for you to issue to KVM. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.KVM CAPITAL PARTNERS LLC By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP TANGIERS GLOBAL, LLC By: /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Managing Member UNITED CANNABIS CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByJxxx Xxxxx Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Jxxx Xxxxx Title: Chief Financial Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time United Cannabis Corp., a Colorado corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares __________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersUnited Cannabis Corp. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by United Cannabis Corporation to Tangiers Global, at negotiated pricesLLC. (“TG”) on _________________ 201_, or at fixed prices, which may be changedwe are now submitting the purchase price for the shares of common stock. The sale of the common stock offered by this prospectus may be effected in one or more of Purchase Price per Share _________________. Shares Being Purchased___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to TG immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely we will have the funds wired to the Company. Regards, TANGIERS GLOBAL, LLC By: _________________________________ Name: Title: Managing Member 30 SCHEDULE 4.3 None. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as agents; · of August 31, 2018, (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 300 Xxxxxxxxxx Xx, Xxxx X Xxxxxx, XX 00000, and Tangiers Global, LLC (the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets“Investor”), including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoinga Wyoming limited liability company, with its principal executive offices at Caribe Pxxxx Xxxxxx Xxxxxxxx 0xx Xxxxx, Xxxxxxxx Xx. #00, Xxx Xxxx, XX 00901.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page followsPage Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, L.P. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP SUNSHINE BIOPHARMA, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Chief Financial Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time SUNSHINE BIOPHARMA, INC. a Colorado corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, within four (4)trading days following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By:/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXXX INTERNATIONAL, LTD. By:/s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, President and Chief Executive Officer By: /s/ Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxxx Xxxx, Chief Financial Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxxx International, from time Ltd. Ladies and Gentlemen: We are counsel to timeXxxxxx International, sell any or all of its Ltd., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, $.0001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPTANGIERS GLOBAL, LLC By: _________________________________ Name: Xxxxxx Xxxxxx Title: Managing Member APT SYSTEMS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By__________________________________ Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx Title: President and & CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time APT SYSTEMS, INC., a DELAWARE corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________. The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersAPT SYSTEMS, or underwriters who may act solely as agents at market prices prevailing at the time of saleINC. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by APT SYSTEMS, at negotiated pricesINC. to Tangiers Global, or at fixed pricesLLC. (“TG”) on _________________ 201_, which may be changed. The sale we are now submitting the amount of the shares of common stock offered by this prospectus may be effected in one or more of for you to issue to TG. Please have a certificate bearing no restrictive legend totaling __________ shares issued to TG immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.TANGIERS GLOBAL, LLC By: _________________________________ Name: Title: Managing Member cc APT Systems, Inc. SCHEDULE 4.3

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or engage in hedging transactions with regard to, the Company’s Common Stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Financing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPRICH PHARMACEUTICALS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Executive Officer LG CAPITAL FUNDING, LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Name: Xxxxxx Xxxxxx Title: Manager LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement Form of Drawdown Notice EXHIBIT B Notice of Effectiveness Investor Questionnaire EXHIBIT C Put Notice EXHIBIT D Put Drawdown Settlement Sheet EXHIBIT E Plan A FORM OF DRAWDOWN NOTICE Date: RE: Drawdown Notice Number ________ Dear _____________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Rich Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require LG Capital Funding, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Drawdown Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the Registration Statement on Form S-1 is: ________________________. Regards, dealersRich Pharmaceuticals, or underwriters who may act solely as agents at market prices prevailing at the time Inc. By: __________________________________ Name: Title: EXHIBIT B Form of saleInvestor Questionnaire EXHIBIT C DRAWDOWN SETTLEMENT SHEET Date: ________________ Dear _____________, at prices related Pursuant to the prevailing market pricesDrawdown given by Rich Pharmaceuticals, at negotiated pricesInc. (the “Company”) to LG Capital Funding, or at fixed pricesLLC (the “Investor”) on _________________ 201_, which may be changedwe are now submitting the amount of common shares for you to issue to the Investor. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to Investor immediately and send via its Deposit Withdrawal Agent Commission (“DWAC”) system to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.LG CAPITAL FUNDING, LLC By: _________________________________ Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock Shares at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPTANGIERS GLOBAL, LLC By: Name: Title: Managing Member PARCELPAL TECHNOLOGY INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByName: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan D U.S. Accredited Investor Certificate EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time ParcelPal Technology Inc., a British Columbia corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its Common Share. The Company hereby certifies that: Put Amount in Shares__________. The Pricing Period runs from _______________ until _______________. The current number of Common Shares issued and outstanding is: _________________. The number of shares of common stock directly to one or more purchasers or through brokerscurrently available for resale on the F-1 is: ________________________. Regards, dealersParcelPal Technology Inc. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear ________, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by ParcelPal Technology Inc., at negotiated prices, or at fixed prices, which may be changed. The sale a British Columbia corporation organized under the laws of the common stock offered by this prospectus may be effected in one or more of Canada Business Corporations Act (the “Company”), to Tangiers Global, LLC (the “Investor”) on _________________, 202_, we are now submitting the purchase price for the Common Shares. Purchase Price per Common Share _________________. Shares Being Purchased ___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to the Investor immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once the conditions of Section 2.5 have been met, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · Company. Regards, TANGIERS GLOBAL, LLC By: _________________________________ Name: Title: Managing Member EXHIBIT D U.S. ACCREDITED INVESTOR CERTIFICATE Capitalized terms not specifically defined in other ways not involving market makers or established business marketsthis certification have the meaning ascribed to them in the Agreement to which this Exhibit D is attached. In the event of a conflict between the terms of this certification and such Agreement, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination the terms of this certification shall prevail. TO: ParcelPal Technology, Inc. (the foregoing."Corporation")

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORPDouglas H. Leighton ------------------------------------ Douglxx X. Xxxxxxxx, Xxxector DOMARK INTERNATIONAL, INC. By: /s/ X. Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxx ------------------------------------ R. Thomas Kidx, XXX LIST OF EXHIBITS OX XXXXXXXX EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES SCHEDULE 4(A) SUBSIDIARIES EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Domark International, from time Inc. Ladies and Gentlemen: We are counsel to timeDomark International, sell any or all of its Inc., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. New York time on or before the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP WXXXXXXXX INVESTMENTS CORP. GREEN TECHNOLOGIES SOLUTIONS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByBY: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights CXXXX XXXXXX JXXX XXXXXXX DATE: DATE: PUT REQUEST NOTICE Date: RE: Put Request Notice Number ____ __ Dear Sirs: This is to inform you that as of today, Green Technology Solutions, Inc. (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder may, from time to time, sell any or all require ________________ to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding of the Company as of this date is: ________ The number of shares currently available for issuance on the S-1 for the Equity Line Transaction Documents is: Regards, Name: Title: PUT SETTLEMENT SHEET Date: Dear ________________________, Pursuant to the Put given by Green Technology Solutions, Inc., to ____________________ on _________________ 20___ we are now submitting the amount of common stock directly shares for you to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related issue to __________________________. Please have a certificate bearing no restrictive legend totaling __________ shares issued to _____________________ immediately and send via DWAC to the prevailing market pricesfollowing account: Account Number: __________________________ If not DWAC eligible, at negotiated pricesplease send FedEx Priority Overnight to: Name: Address: Once these shares are received by us, or at fixed prices, which may be changedwe will have the funds wired to the Company. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Regards,

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [(Signature page follows] } Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies cet1iftes that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. TANGlERS GLOBAL, LLC By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member ARISTOCRAT GROUP CORP. Grow Condos, Inc. Condos, Inc., Inc. By: /s/ Xxxxx X. Xxxxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxxxxx Title: President and & CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENTAGREEM:ENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan D Commitment Fee Note EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Mr. This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time GROW CONDOS, INC. CONDOS, INC., INC., a NEVADA corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ The Pricing Period runs from until The Purchase Price is: $ The number of Put Shares Due: , The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: The number of shares currently available for resale on the S-1 is: Regards, dealersGROW CONDOS, or underwriters who may act solely as agents at market prices prevailing at the time of saleINC. CONDOS, at prices related INC., INC. By: Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: Dear Mr. , Pursuant to the prevailing market pricesPut given by GROW CONDOS, at negotiated pricesINC. CONDOS, or at fixed pricesINC., which may be changedINC. The sale to Tangiers Global, LLC. ("TG") on 201_, we are now submitting the amount of the shares of common stock offered by this prospectus may be effected in one or more of for you to issue to TG. Please have a certificate bearing no restncttve legend totaling shares issued to TG immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers(INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingTANGIERS GLOBAL, LLC By: Name: Title: Managing Member EXHIBIT D COMMITMENT FEE NOTE SCHEDULE 4.3 See attached.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. GHS INVESTMENTS, LLC By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member ARISTOCRAT GROUP CORPNATURAL HEALTH FARM HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Tee Name: Xxxxxx Xxxxxxxxxx Tee Title: President and CEO & Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet ________________________________ EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. ________________________________ EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Natural Health Farm Holdings, Inc., Ladies and Gentlemen: We are counsel to Natural Health Farm Holdings, Inc., a ----_____ corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- 1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] ___________________________ EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, from time This is to timeinform you that as of today, sell any or all Natural Health Farm Holdings, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersNatural Health Farm Holdings, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc., at prices related By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the prevailing market pricesPut given by Natural Health Farm Holdings, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 201_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name: Title

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP ICONIC HOLDINGS, LLC By: JXXXXX XXXXXX Name: Jxxxxx Xxxxxx Title: Manager HDS INTERNATIONAL CORP. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByPXXX X. XXXXXX Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder mayApril 2, from time to time2015 (the "Execution Date"), sell any or all of is entered into by and between HDS International Corp. (the "Company"), a Nevada corporation, with its shares of common stock directly to one or more purchasers or through brokersprincipal executive offices at 9000 Xxxxx Xxxx, dealersXx Xxxxx, or underwriters who may act solely as agents XX 00000, and Iconic Holdings, LLC (the "Investor"), a Delaware limited liability company, with its principal executive offices at market prices prevailing at the time of sale7000 Xxxxxxxxx Xxx, at prices related to the prevailing market pricesXxxxx 000, at negotiated pricesXxxxxxxx, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingXX 00000.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPREDDIAMOND PARTNERS LLC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx _________________________________ Name: Title: Managing Member ARISTOCRAT GROUP CORPHELIX TCS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO __________________________________ Name: Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Helix TCS, Inc., a Delaware corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Investment Group, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares__________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersHelix TCS, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear ________, at prices related Pursuant to the prevailing market pricesPut given by Helix TCS, at negotiated pricesInc., or at fixed pricesa Delaware corporation (the “Company”), which may be changedto RedDiamond Partners LLC (the “Investor”) on _________________, 2017, we are now submitting the purchase price for the shares of common stock. The sale of Purchase Price per Share _________________. Shares Being Purchased ___________________. Total Purchase Price _____________________. Please have a certificate bearing no restrictive legend issued to the common stock offered by this prospectus may be effected in one or more of Investor immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingREDDIAMOND PARTNERS LLC By: _________________________________ Name: Title: Managing Member SCHEDULE 4.3 See attached.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Common Stock Company’s common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Eastern Time on the fourth Trading Day following the date hereof, file a current report on Form 6-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page followsPage Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, L.P. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP NATCORE TECHNOLOGY, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxx President and & CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Form of Effectiveness Opinion of Company’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT C FORM OF PUT NOTICE Date: ____________ RE: Put Notice Number __________ Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time NATCORE TECHNOLOGY, INC. a British Columbia corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Member APPLIFE DIGITAL SOLUTIONS, INC. By: /s/ Mxxx Xxxx Xxxxxxxxx Name: Mxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByTitle: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS GREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Applife Digital Solutions, Inc., Ladies and Gentlemen: We are counsel to Applife Digital Solutions, Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $0.001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number Dear Mr./Ms.__________, from time This is to timeinform you that as of today, sell any or all Applife Digital Solutions, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $_______________.. The Pricing Period runs from_______________. until _______________. The Purchase Price is: $_______________. The number of Put Shares Due: _______________.. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: _______________.. Regards, dealersApplife Digital Solutions, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc., at prices related By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the prevailing market pricesPut given by Applife Digital Solutions, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 201_, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersIf not DWAC eligible, dealersplease send FedEx Priority Overnight to: Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ By:_/s/ Xxxxxxx X. Leighton_______ Xxxxxxx X. Xxxxxxxx, Director EDGELINE HOLDINGS, INC. By:_/s/ Xxxx Xxxxxxxxx X. Chase______________ Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President X. Xxxxx, CFO and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Director LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries Secure Voice Communications, Inc. New EnerSource, Inc. Intertech Bio Corporation EXHIBIT E Plan of Distribution A REGISTRATION RIGHTS AGREEMENT EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Edgeline Holdings, from time Inc. Ladies and Gentlemen: We are counsel to timeEdgeline Holdings, sell any or all of its Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, $.08 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on December [__], 2007, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective]under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) subject to Section 3(c) hereof, the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short sell any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page followsPage Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, LP By: /s/Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ /s/Xxxxxx Xxxxxxxxxx X. Xxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] X. Xxxxx Chief Executive Officer Signature Page to Investment Agreement LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder mayMay [•], from time to time2011, sell any or all by and between TurboSonic Technologies, Inc., a corporation organized under the laws of its shares of common stock directly to one or more purchasers or through brokersDelaware, dealersUSA (the “Company”), or underwriters who may act solely as agents at market prices prevailing at and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoingInvestor”).

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock Shares at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPTANGIERS GLOBAL, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member PARCELPAL TECHNOLOGY INC. By: /s/ Xxxx Xxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. ByXxxxxxxx Title: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Director [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan D U.S. Accredited Investor Certificate EXHIBIT A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr. , This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time ParcelPal Technology Inc., a British Columbia corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Global, sell any or all LLC to purchase shares of its Common Share. The Company hereby certifies that: Put Amount in Shares . The Pricing Period runs from until . The current number of Common Shares issued and outstanding is: . The number of shares of common stock directly to one or more purchasers or through brokerscurrently available for resale on the F-1 is: . Regards, dealersParcelPal Technology Inc. By: Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: Dear , or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related Pursuant to the prevailing market pricesPut given by ParcelPal Technology Inc., at negotiated prices, or at fixed prices, which may be changed. The sale a British Columbia corporation organized under the laws of the common stock offered by this prospectus may be effected in one or more of Canada Business Corporations Act (the “Company”), to Tangiers Global, LLC (the “Investor”) on ______________________ , 202_, we are now submitting the purchase price for the Common Shares. Purchase Price per Common Share . Shares Being Purchased . Total Purchase Price . Please have a certificate bearing no restrictive legend issued to the Investor immediately and sent via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once the conditions of Section 2.5 have been met, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · Company. Regards, TANGIERS GLOBAL, LLC By: Name: Title: Managing Member EXHIBIT D U.S. ACCREDITED INVESTOR CERTIFICATE Capitalized terms not specifically defined in other ways not involving market makers or established business marketsthis certification have the meaning ascribed to them in the Agreement to which this Exhibit D is attached. In the event of a conflict between the terms of this certification and such Agreement, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination the terms of this certification shall prevail. TO: ParcelPal Technology, Inc. (the foregoing."Corporation")

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] 44 EPGL.INVESTMENT.AGREEMENT.OCTOBER.2007 SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORPBy:/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director EP GLOBAL COMMUNICATIONS, INC. By: /s/ By:/s/ Xxxxxx Xxxxxxxxxx X. Xxxxxxxxx, Xx. Xxxxxx Xxxxxxxxxx X. Xxxxxxxxx, Xx., President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: EP Global Communications, from time Inc. Ladies and Gentlemen: We are counsel to timeEP Global Communications, sell any or all of its Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, $.0001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, EP Global Communications, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The sale Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxx Xxxxxxxxx, President & CEO EP Global Communications, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxxxxx, Pursuant to the Put given by EP Global Communications, Inc., to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common stock offered by this prospectus may be effected in one or more of shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersXXXXXX If not DWAC eligible, dealersplease send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company. Regards,

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short sell any of the Common Stock Company's common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page followsPage Follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, L.P. By: /s/Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP EHOUSE GLOBAL, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Chief Financial Officer LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE Date: __________ RE: Put Notice Number __________ Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time EHOUSE GLOBAL, INC. a Nevada corporation (the "Company"), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on or before the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, LP By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP VIKING SYSTEMS, INC. By: /s/ Xxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. Xxxxxxx Chief Executive Officer By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx Executive Vice President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Chief Financial Officer LIST OF EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Registration Rights Agreement EXHIBIT B Notice Opinion of Effectiveness EXHIBIT C Company's Counsel Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution A EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: VIKING SYSTEMS, from time INC.. Ladies and Gentlemen: We are counsel to timeViking Systems, sell any or all of its Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock directly stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers or through brokersissuable under the Investment Agreement under the Securities Act of 1933, dealersas amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, or underwriters who may act solely on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as agents a selling shareholder thereunder. 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] [the Registration Statement has become effective] under the 1933 Act at market prices prevailing at [enter the time of sale, at prices related effectiveness] on [enter the date of effectiveness] and to the prevailing market pricesbest of our knowledge, at negotiated pricesafter telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or at fixed pricesthreatened by, which may be changedthe SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokersVery truly yours, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Common Stock Company's common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] GTX Corp.INVESTMENT.AGREEMENT.November 2009. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORP. DUTCHESS EQUITY FUND, LP By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member ARISTOCRAT GROUP CORP. of: Dutchess Capital Management, LLC General Partner to: Dutchess Equity Fund, LP GTX CORP By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] Xxxxxxxx, Chief Financial Officer & Treasurer By: Xxxxxxx Xxxxxxxx, Chief Executive Officer GTX Corp.INVESTMENT.AGREEMENT.November 2009. LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness Intentionally Omitted EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet GTX Corp.INVESTMENT.AGREEMENT.November 2009. LIST OF SCHEDULES Schedule 4(a) Subsidiaries Global Trek Xploration, Inc. LOCiMOBILE, Inc. Code Amber News Service, Inc. GTX Corp.INVESTMENT.AGREEMENT.November 2009. EXHIBIT E Plan of Distribution A Registration Rights Agreement GTX Corp.INVESTMENT.AGREEMENT.November 2009. EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder may, from time to time, sell any or all of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedB Intentionally Omitted GTX Corp.INVESTMENT.AGREEMENT.November 2009. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.EXHIBIT C Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Common Stock Company’s common stock at any time during the Open a Pricing Period; (iiB) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. Eastern Time on the fourth Trading Day following the date hereof, file a current report on Form 6-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] NTCXF.INVESTMENT AGREEMENT.AUGUST.2015 SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPDUTCHESS OPPORTUNITY FUND, II, L.P. By: Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP NATCORE TECHNOLOGY, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxxx President and & CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT] NTCXF.INVESTMENT AGREEMENT.AUGUST 2015 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness U.S. Accredited Investor Certificate EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B U.S. ACCREDITED INVESTOR CERTIFICATE EXHIBIT C FORM OF PUT NOTICE Date: ________________ RE: Put Notice Number ______ Dear Xx. Xxxxxxxx: This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time NATCORE TECHNOLOGY, INC. a British Columbia corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, sell any or all LP (“Dutchess”) to require Dutchess to purchase shares of its shares of common stock directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changedstock. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.Company hereby certifies that:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member ARISTOCRAT GROUP CORPHYPGEN, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] 24 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT E PLAN B FORM OF DISTRIBUTION The selling stockholder mayNOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: HypGen, from time Inc., Ladies and Gentlemen: We are counsel to timeHypGen, sell any or all of its Inc., a _________ corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock directly stock, $___ par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to one the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or more purchasers issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at on , 20 and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or through brokers, dealersthat any proceedings for that purpose are pending before, or underwriters who may act solely as agents at market prices prevailing at threatened by, the time of sale, at prices related SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the prevailing market pricesRegistration Statement Very truly yours, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus may be effected in one or more of the following methods: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers, dealers, or underwriters who may act solely as agents; · “at the market” into an existing market for the common stock; · in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.[Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPTANGIERS INVESTMENT GROUP, LLC By: _________________________________ Name: Title: Managing Member OROPLATA RESOURCES, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By__________________________________ Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx President and CEO Title: [SIGNATURE PAGE OF INVESTMENT AGREEMENT] LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D C Put Settlement Sheet EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of Distribution EXHIBIT E PLAN OF DISTRIBUTION The selling stockholder maytoday, from time Oroplata Resources, Inc., a Nevada corporation (the “Company”), hereby elects to timeexercise its right pursuant to the Investment Agreement to require Tangiers Investment Group, sell any or all LLC to purchase shares of its common stock. The Company hereby certifies that: Put Amount in Shares__________. The Pricing Period runs from _______________ until _______________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for resale on the S-1 is: ________________________. Regards, dealersOroplata Resources, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc. By: __________________________________ Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, at prices related Pursuant to the prevailing market pricesPut given by Oroplata Resources, at negotiated pricesInc. to Tangiers Investment Group, or at fixed pricesLLC (“TIG”) on _________________ 201_, which may be changed. The sale we are now submitting the amount of the shares of common stock offered by this prospectus may be effected in one or more of for you to issue to TIG. Please have a certificate bearing no restrictive legend totaling __________ shares issued to TIG immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.TANGIERS INVESTMENT GROUP, LLC By: _________________________________ Name: Title: Managing Member SCHEDULE 4.3

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock Company’s common stock at any time during the Open Periodthis Agreement; (ii) the Company shall comply with its obligations under Section 5.8 shall, by 8:30 a.m. EST on the second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in a timely mannerthe other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. [Signature page follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. JAXON GROUP CORPGHS INVESTMENTS, LLC By: _________________________________ Name: ____________ Title: _____________ XXXXX ENERGY, INC. By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Managing Member ARISTOCRAT GROUP CORP. By__________________________________ Name: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx Title: CEO and President and CEO [SIGNATURE PAGE OF INVESTMENT EQUITY FINANCING AGREEMENT] Exhibit 10.1 LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet Exhibit 10.1 EXHIBIT E Plan A REGISTRATION RIGHTS AGREEMENT See attached. Exhibit 10.1 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: HypGen, Inc., Ladies and Gentlemen: We are counsel to Xxxxx Energy, Inc., a ­­­­Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Distribution the Company’s common stock, $0.0001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. 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 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] Exhibit 10.1 EXHIBIT E PLAN C FORM OF DISTRIBUTION The selling stockholder mayPUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, from time This is to timeinform you that as of today, sell any or all Xxxxx Energy, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock directly to one or more purchasers or through brokersissued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, dealersXxxxx Energy, or underwriters who may act solely as agents at market prices prevailing at the time of saleInc., at prices related By: __________________________________ Name: Title: Exhibit 10.1 EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the prevailing market pricesPut given by Xxxxx Energy, at negotiated pricesInc., or at fixed pricesto GHS Investments LLC (“GHS”) on _________________ 2018, which may be changedwe are now submitting the amount of common shares for you to issue to GHS. The sale of the common stock offered by this prospectus may be effected in one or more of Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following methodsaccount: · ordinary brokers’ transactions; · transactions involving cross or block trades; · through brokers[INSERT] If not DWAC eligible, dealersplease send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, or underwriters who may act solely as agents; · “at we will have the market” into an existing market for funds wired to the common stock; · in other ways not involving market makers or established business marketsCompany. Regards, including direct sales to purchasers or sales effected through agents; · in privately negotiated transactions; or · any combination of the foregoing.GHS INVESTMENTS LLC By: _________________________________ Name: Title