DEBT CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is dated as of December 10, 2020 (the “Effective Date”) by and between Video River Networks, Inc. (“Corporation”), a Nevada corporation, Xxxxxxxxx Xxxxxxxx, Inc., a California corporation controlled by our President and CEO, Xx. Xxxxx Xxxxxxxx, (“Lender”), and Poverty Solutions, Inc. (“P-Solutions”), a California nonprofit organization (the “Beneficiary”). Corporation, Lender and the Beneficiary are sometimes referred to collectively as the Parties.

WHEREAS, on September 15, 2019, the Corporation, through one of its subsidiaries, entered into a line of credit agreement in the amount of $41,200 with Xxxxxxxxx Xxxxxxxx, Inc. which is owned and operated by Xxxxx X. Xxxxxxxx, Chief Executive Officer of the Company.

WHEREAS, subsequently the parties entered into the line of credit (“LOC”) agreement was amended on February 15, 2020 to increase the amount to $190,000 and maturity date of February 28, 2021. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. As of September 30, 2020, the Company had drawn $163,632 from the LOC;

WHEREAS, on As of September 30, 2020, the Company had drawn $163,632 from the LOC and had not paid it back;

WHEREAS, the current debt outstanding to the Corporation under the terms of the LOC as at September 30, 2020, totals approximately $163,632 in principle;

WHEREAS, Xxxxx X Xxxxxxxx, the current President and CEO of the Corporation and a member of its Board of Directors is the controlling shareholder and Managing Partner of Lender;

WHEREAS, Xx. Xxxxxxxx, Lender, Corporation and Beneficiary have agreed to convert the amount of $80,000 of the LOC balance due into the common stock of the Corporation, $.001 par value (the “Common Stock”) of Video River Networks, Inc. (the “Conversion”), and the Common Stock issued to the Beneficiary;

WHEREAS, the Board of Directors of the Corporation feel that the Conversion is in the best interests the Corporation;

WHEREAS, the Board of Directors has been advised by Corporation’s investment advisor that conversion of the debt is positive and necessary in order to attract new equity capital into the Company on favorable market terms;

WHEREAS, the Corporation has authorized sufficient Common Stock for issuance with regards to the Conversion;

WHEREAS, Xx. Xxxxxxxx and Lender desire to exchange $80,000 of amounts due under the LOC into Common Stock issued to the benefit of the beneficiary as set forth below;

WHEREAS, the highest closing price of shares of the Corporation as traded on the OTC Pink from September 1, 2020 through December 10, 2020 was $0.010 as shown in Exhibit B;

WHEREAS, the terms and conditions of this transaction have been negotiated with and approved by all of the directors of the Company; and

WHEREAS, Xx. Xxxxxxxx, Lender and the Corporation desire to enter into this Agreement to provide the terms and conditions upon which $80,000 of amounts due under the LOC will be converted into the Common Stock;

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xx. Xxxxxxxx, Lender and the Corporation agree as follows:

1. Conversion.

(a) As of the Effective Date, Lender hereby elects to convert $80,000 which represents a portion of the principal owed by the Corporation to Lender under the LOC into 8,000,000 shares or a number of shares of the Common Stock according to the Conversion Formula (defined below).

2. Representations, Warranties and Covenants.

(a) Of the Corporation. The Corporation hereby makes the following representations, warranties and covenants in favor of Beneficiary:

(i) Authorized Shares. The Common Stock identified in Section 1 of this Agreement constitute duly authorized common stock of the Corporation, the issuance of which to Beneficiary has been duly authorized by the board of directors of the Corporation.

(ii) Validly Issued. Upon issuance of the Common Stock identified in Section 1 of this Agreement and receipt by the Corporation of the LOC representing a portion of the amounts owed to Lender by Corporation pursuant to the terms of the LOC Documents, properly endorsed and accompanied by all instruments necessary to effect the reduction of such amount due under the LOC, such Common Stock shall be validly issued and outstanding, fully paid, nonassessable and free and clear of all liens and encumbrances arising through the actions of the Corporation or its directors, officers, employees or agents.

(iii) Issuance of Common Stock. Upon the Corporation’s receipt of the duly executed counterparts of this Agreement from Lender, the Corporation shall issue the Common Stock specified in Section 1 of this Agreement to the party identified in Section 1 of this Agreement as electing to receive such Common Stock.

(b) Of Lender. Lender hereby makes the following representations, warranties and covenants with respect to such LOC balances in favor of the Corporation.

(i) Lender. Such Lender is the owner of the LOC Notes, and owns such LOC free and clear of all liens, claims and encumbrances.

(ii) Authorization. Such Lender has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of such Lender. The individual signing this Agreement on behalf of such Lender is duly authorized to execute this Agreement for and on behalf of such Lender. All organizational action required to be taken to authorize (i) the execution and delivery of this Agreement by the undersigned individual for and on behalf of such Lender and (ii) the performance by such Lender of such Lender's obligations hereunder has been taken.

(iii) To Be Purchased Entirely For Beneficiary’s Own Account. This Agreement is made with such Lender in reliance upon such Lender’s representation to the Corporation, which, by such Lender’s execution of this Agreement, such Lender hereby confirms, that the Common Stock to be purchased by such Lender and any securities issuable upon conversion thereof (such Common Stock and securities issuable upon conversion thereof being, collectively, the “Securities”) are being and will be issued to Beneficiary for investment for such Beneficiary’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither such Beneficiary nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “Beneficiary’s Representatives”) has any present intention of selling, granting any participation in or otherwise distributing the same. Such Beneficiary and such Beneficiary’s Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, such Beneficiary further represents that such Beneficiary does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

(iv) Reliance Upon Beneficiary’s Representations and Warranties. Such Beneficiary and such Beneficiary’s Representatives understand that the Securities are not, and upon issuance of any of the Securities on conversion of the Common Stock, at the time of issuance may not be, registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act, and that the Corporation’s reliance on such exemption is predicated on such Beneficiary’s representations and warranties set forth herein.

(v) Receipt of Information. Such Beneficiary and such Beneficiary’s Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities and each portion thereof. Such Beneficiary further represents that such Beneficiary and such Beneficiary's Representatives have had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the offering of the Securities and each portion thereof and the business, properties, prospects and financial condition of the Corporation and to obtain additional information necessary to verify the accuracy of any information furnished to such Beneficiary or such Beneficiary’s Representatives or to which such Beneficiary or such Beneficiary’s Representatives had access.

(vi) Investment Experience. Such Beneficiary represents that it and such Beneficiary’s Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as the Corporation and acknowledges that such Beneficiary can bear the economic risk of such Beneficiary’s investment and that such Beneficiary’s Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

(vii) Accredited Investor. Such Beneficiary is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

(viii) Restricted Securities. Such Beneficiary and each of such Beneficiary’s Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption from registration under the Securities Act, the Securities and each portion thereof must be held indefinitely. Such Beneficiary and each of such Beneficiary’s Representatives realizes that the Securities and each portion thereof are unlikely to qualify for sale or other disposition under Rule 144 issued by the SEC. Furthermore, such Beneficiary and each of such Beneficiary’s Representatives is aware that neither the Securities nor any portion thereof may be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Corporation. Such information is not now available and the Corporation has no present plans to make such information available.

(ix) Legends. To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

The following legend under the Securities Act:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS LIGHTING SCIENCE GROUP CORPORATION. (THE “CORPORATION”) HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Also the Corporation shall endorse such certificates with each legend imposed or required by the Corporation's Articles of Organization or applicable state securities laws.

3. Piggyback Registration Rights. To the extent that the any class of Shareholders of the Corporation are allowed to sell any of the Corporation’s Common Stock (the “Selling Shareholders”) or other securities into which such equity interests may convert (in either case, a “Corporation Security”) in a registered offering, the holders of the Common Stock shall have the right to convert its Common Stock (or other securities into which the Common Stock may convert) into the class of Corporation securities being sold and sell in the same registered offering, on the same terms as the Selling Shareholders, the same percentage of the aggregate of Corporation Securities held by such Common Stock Shareholders as the Selling Shareholders are selling of the Corporation Securities being sold. Each Common Stock Shareholder’s right to sell in the foregoing shall be in proportion to the percentage of all Corporation Securities held by all Common Stock Shareholders that such individual Common Stock Shareholder holds.

4. Definitions:

(a) “Commission” shall mean the U.S. Securities and Exchange Commission.

(b) The Conversion Formula is as follows:

LOC Amount

Conversion Price: $80,000.00

8,000,000 shares of Common Stock to be converted

(d) “Person” shall mean any natural person, trust, corporation, partnership, limited partnership, limited liability company, unincorporated association or other entity.

(e) “Securities Act” shall mean the Securities Act of 1933, as amended.

5. Governing Law. This Agreement shall be governed by the laws of the State of California, without reference to the choice of laws rules of such state.

6. Attorneys’ Fees. In the event any party hereto fails to perform any of its obligations under this Agreement or the transactions contemplated hereby or in the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all reasonable costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including court costs and reasonable attorneys’ fees.

7. Successors and Assigns. This Agreement shall be binding upon each party hereto and its respective successors and assigns.

8. Severability. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

9. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties hereto. The Corporation and Lender hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the subject matter hereof are merged into and revoked by this Agreement.

10. Interpretation. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

11. Counterparts; Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

COMPANY

VIDEO RIVER NETWORK, INC., a Nevada corporation

By:____/s/ Xxxxx I Igwealor_________

Name: Xxxxx X Xxxxxxxx

Title: President and Chief Executive Officer

LENDER

Xxxxxxxxx Xxxxxxxx, Inc.., a California corporation

By: ____/s/ Xxxxx X Xxxxxxxx ______________

Name: Xxxxx X Xxxxxxxx

Title: Managing Partner

BENEFICIARY

Poverty Solutions, Inc.., a California nonprofit corporation

By: ____/s/ Xxxxxxx X Xxxxxxx ______________

Name: Xxxxxxx X Xxxxxxx

Title: Chairman Board of Directors

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DEBT CONVERSION AGREEMENT

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