Form 8-K
8-K — Global Interactive Technologies, Inc.
Accession: 0001493152-26-013514
Filed: 2026-03-30
Period: 2026-03-30
CIK: 0001911545
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 30, 2026
GLOBAL
INTERACTIVE TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-41763
88-1368281
(State
or other jurisdiction of
incorporation
or organization)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
160, Yeouiseo-ro,
Yeongdeungpo-gu
Seoul,
Republic of Korea
07231
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code: +82-2-2564-8588
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
GITS
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
On
March 26, 2026, Global Interactive Technologies, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”)
with Hudson Global Ventures, LLC (the “Investor”).
Pursuant
to the Agreement, the Company has the right, but not the obligation, to sell to the Investor, from time to time, shares of its common
stock having an aggregate purchase price of up to $18,000,000 (the “Maximum Commitment Amount”), subject to the terms and
conditions set forth therein.
Summary
of Key Terms
●
The Company may, at its discretion, deliver “Put Notices” to the Investor to purchase shares of common stock from time to
time.
●
Each drawdown is subject to specified minimum and maximum amounts based on trading volume and contractual limits.
●
The purchase price per share will be based on a formula equal to approximately 93% of the applicable market price, as defined in the
Agreement.
●
The Agreement has a term of up to 24 months, unless earlier terminated or the full commitment amount is utilized.
●
The Company issued initial commitment shares to the Investor as consideration for entering into the Agreement and may be required to
issue additional shares under certain conditions.
●
The Investor’s beneficial ownership is capped at 4.99% of the Company’s outstanding common stock.
●
The Company has agreed not to enter into certain other variable rate or equity line financing arrangements for specified periods without
Investor consent.
Registration
Requirement
The
Company’s ability to sell shares under the Agreement is subject to the effectiveness of a registration statement covering the resale
of such shares by the Investor. The Company has agreed to file such registration statement within sixty (60) days following the execution
of the Agreement.
Strategic
Use of Facility
The
Company intends to utilize the facility selectively, if at all, based on market conditions and its capital requirements.
The
Agreement is intended to enhance the Company’s capital flexibility, and the Company may also pursue alternative financing opportunities.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
●
Equity Purchase Agreement, dated March 26, 2026, by and between Global Interactive Technologies, Inc. and Hudson Global Ventures, LLC
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Global
Interactive Technologies, Inc.
By:
/s/
Taehoon Kim
Date:
March 30, 2026
Name:
Taehoon
Kim
Title:
Chief
Executive Officer
3
EX-1
EX-1
Filename: ex1.htm · Sequence: 2
Exhibit
1
EQUITY
PURCHASE AGREEMENT
This
equity purchase agreement is entered into as of March 26, 2026 (this “Agreement”), by and between Global Interactive
Technologies, Inc., a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability
company (the “Investor”, and collectively with the Company, the “Parties”).
WHEREAS,
the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase up to Eighteen Million Dollars ($18,000,000.00) of the Company’s
Common Stock (as defined below);
NOW,
THEREFORE, the Parties hereto agree as follows:
ARTICLE
I
CERTAIN DEFINITIONS
Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined):
“Agreement”
shall have the meaning specified in the preamble hereof.
“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock on the Principal Market during
the three (3) Trading Days immediately preceding the respective Put Date multiplied by the lowest closing price of the Company’s
Common Stock on the Principal Market during the three (3) Trading Days immediately preceding the respective Put Date.
“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
“Claim
Notice” shall have the meaning specified in Section 9.3(a).
“Clearing
Costs” shall mean all fees incurred by the Investor with respect to the Put Shares, including but not limited to fees charged
by or paid to any brokerage firm (including commissions), any clearing firm, and Transfer Agent fees, as well as attorney fees of $1,500
per Put.
“Clearing
Date” shall be the date on which the Investor receives the Put Shares in its brokerage account.
“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.
“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.
“Closing
Date” shall mean the date of any Closing hereunder.
“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty-four (24)
months after the date of this Agreement, (iii) written notice of termination by the Company to the Investor (which shall not occur
at any time that the Investor holds any of the Put Shares), (iv) the Registration Statement is no longer effective after the
initial effective date of the Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law,
the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the
Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors;
provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the
Investor set forth in Article X shall survive the termination of this Agreement.
“Commitment
Shares” shall mean the Initial Commitment Shares and True-Up Commitment Shares.
“Common
Stock” shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company”
shall have the meaning specified in the preamble to this Agreement.
“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).
“Dispute
Period” shall have the meaning specified in Section 9.3(a).
“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.
“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.
“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.
“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the
DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Put Shares are otherwise
eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Put Shares,
as applicable, via DWAC.
“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without
restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account
with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Execution
Date” shall mean the date of this Agreement.
“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.
“Investment
Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price, minus the Clearing Costs.
“Indemnified
Party” shall have the meaning specified in Section 9.2.
“Indemnifying
Party” shall have the meaning specified in Section 9.2.
“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).
“Initial
Commitment Shares” shall mean 100,360 shares of Common Stock.
“Initial
Purchase Price” shall mean 93% of the average of the three (3) lowest traded prices of the Company’s Common Stock on
the Principal Market during the five (5) Trading Days immediately preceding the respective Put Date.
“Investor”
shall have the meaning specified in the preamble to this Agreement.
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Market
Price” shall mean 93% of the lowest dollar volume-weighted average price of the Company’s Common Stock on the Principal
Market on any Trading Day during the Valuation Period, as reported by Quotestream or other reputable source designated by the Investor,
subject to adjustment as provided in this Agreement.
“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction
Document.
“Maximum
Commitment Amount” shall mean Eighteen Million Dollars ($18,000,000.00).
“Measurement
Date” shall mean the earlier of (i) the date that is six (6) calendar months after the date of this Agreement or (ii) the first
date that the initial Registration Statement is declared effective by the SEC.
“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE American, and Nasdaq) which is at the time the principal
trading platform for the Common Stock (excluding all OTC marketplaces).
“Purchase
Price” shall mean the lesser of the (i) Initial Purchase Price or (ii) Market Price on such date on which the Purchase Price
is calculated in accordance with the terms and conditions of this Agreement.
“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of
this Agreement.
“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).
“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.
“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.
“Registration
Rights Agreement” shall mean that certain registration rights agreement entered into by the Company with the Investor on the
date hereof in connection with this Agreement.
“Registration
Statement” shall have the meaning specified in Section 6.4.
“Regulation
D” shall mean Regulation D promulgated under the Securities Act.
“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of Common Stock potentially issuable at such time
pursuant to the Transaction Documents, which shall be calculated on each such date as follows: the then remaining Maximum Commitment
Amount divided by the Initial Purchase Price on each such date, ignoring any beneficial ownership limitations set forth herein.
“Rule
144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
“SEC”
shall mean the United States Securities and Exchange Commission.
“SEC
Documents” shall have the meaning specified in Section 4.5.
“Securities”
means, collectively, the Put Shares and Commitment Shares.
“Securities
Act” shall mean the Securities Act of 1933, as amended.
“Shareholder
Approval” shall mean the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder
approval requirements for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated by this Agreement,
including but not limited to the issuance of Common Stock under this Agreement, including but not limited to the Put Shares and Commitment
Shares, in excess of 734,474 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock
dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or
increases the Common Stock.
“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under
the Securities Act.
“Third
Party Claim” shall have the meaning specified in Section 9.3(a).
“Trading
Day” shall mean a day on which the Principal Market shall be open for business.
“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement, and all exhibits hereto and thereto.
“Transfer
Agent” shall mean Colonial Stock Transfer Company, Inc., the current transfer agent of the Company, with a mailing address
of 66 Exchange Place, Suite 100, Salt Lake City, UT 84111, and any successor transfer agent of the Company.
“True-Up
Commitment Shares” shall mean a number of shares of Common Stock calculated by dividing 260,000 by the closing price of the
Common Stock on the Measurement Date, minus the Initial Commitment Shares.
“Valuation
Period” shall mean the period beginning on the Put Date and continuing through the date that is three (3) Trading Days immediately
following the Clearing Date associated with the applicable Put Notice.
ARTICLE
II
PURCHASE
AND SALE OF COMMON STOCK
Section
2.1 PUTS. Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII),
the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from
time to time, to purchase Put Shares (i) in a minimum amount not less than $25,000.00 (calculated using the Initial Purchase Price) and
(ii) in a maximum amount up to the lesser of (a) $2,000,000.00 (calculated using the Initial Purchase Price) or (b) 150% of the Average
Daily Trading Value.
Section
2.2 MECHANICS.
(a)
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein.
The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall also be used
for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance
with Section 2.1 of this Agreement. At the end of the Valuation Period, the Purchase Price for the respective Put Shares and Investment
Amount shall be established as further provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares
as DWAC Shares to the Investor on or before 4:30 p.m. Eastern time, on the Put Date. In addition to any other rights available to the
Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance
with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction
or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”),
then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which
(x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective
Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale
price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall
provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.
(b)
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor
if such notice is received on or prior to 2:30 p.m. Eastern time, or (ii) the immediately succeeding Trading Day if it is received by
email after 2:30 p.m. Eastern time on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver
a Put Notice to the Investor during the period beginning on the Put Date of the immediately prior Put Notice and continuing through the
date that is three (3) Trading Days following the Clearing Date associated with the immediately prior Put Notice (the “Cooldown
Period”), provided, however, that the respective Cooldown Period shall not apply to the immediately prior Put Notice if (i) the
Put Shares for the immediately prior Put Notice have been delivered to the Investor pursuant to the terms of this Agreement and (ii)
the trading volume of the Common Stock on any Trading Day during the respective Cooldown Period exceeds 300% of the total Put Shares
of the immediately prior Put Notice (the “Cooldown Waiver Trigger”). Notwithstanding anything herein to the contrary, all
trading volume of the Common Stock on the respective Put Date that occurs prior to the specific time that the Put Notice is delivered
to Investor shall not count towards the Cooldown Waiver Trigger.
Section
2.3 CLOSINGS. At the end of the Valuation Period, the Purchase Price and Investment Amount for the respective Put Shares shall
be established as provided in this Agreement. If the value of the Put Shares delivered to the Investor causes the Company to exceed the
Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return to the Company the surplus amount of
Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to
the return of such Put Shares. The Closing of a Put shall occur within two (2) Trading Days following the end of the respective Valuation
Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated
by the Company.
Section
2.4 PRINCIPAL MARKET REGULATION. The Company shall not effect any issuances or sales of the Put Shares under this Agreement in
excess of the Exchange Cap and the Investor shall not have the obligation to purchase Put Shares under this Agreement in excess of the
Exchange Cap until the Shareholder Approval has been obtained by the Company and is in effect.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF INVESTOR
The
Investor represents and warrants to the Company that:
Section
3.1 INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.
Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.
Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.
Section
3.4 AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document
to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof,
will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.
Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405
of the Securities Act) of the Company.
Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or
similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction
Documents.
Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture,
instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict
with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such
indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require
the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or
legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.
Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company.
Section
3.9 MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertising.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Investor that:
Section
4.1 ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
Section
4.2 AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or stockholders is
required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
Section
4.3 CAPITALIZATION. Except as set forth in the SEC Documents, the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents and except as
a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.
Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge
is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received
any notification that the SEC is contemplating terminating such registration. Except as set forth in the SEC Documents, the Company has
not, in the twelve (12) months preceding the date hereof, received notice from the Principal Market on which the Common Stock is or has
been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal
Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all
such listing and maintenance requirements.
Section
4.5 SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules
and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents
comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise
indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may
not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of
the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of
the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf
has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions
in securities of the Company.
Section
4.6 VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents.
Section
4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance
of the Securities, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles
of incorporation, by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event
that with notice or lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to
which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary or by which
any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually
or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under
any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental
entity, except for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The
Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make
any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to
be made by the Company subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for
purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations
and agreements of Investor herein.
Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been
disclosed in subsequent SEC Documents.
Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents, there are no actions, suits, investigations, inquiries
or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge
of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary
or any current or former director or officer of the Company or any Subsidiary.
Section
4.10 REGISTRATION RIGHTS. Except as set forth in the SEC Documents and as granted to Investor, no Person (other than the Investor)
has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
Section
4.11 NO SOLICITATION; NO BROKERS. The Company has taken no action which would give rise to any claim by any person for brokerage
commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents
and warrants that neither the Investor nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter
into this Agreement and consummate the transactions described in this Agreement. The Company represents and warrants that the Investor
is not required to be registered as a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate
the transactions encompassed by the Transaction Documents, (ii) fulfill the Investor’s obligations under the Transaction Documents,
or (iii) exercise any of the Investor’s rights under the Transaction Documents (including but not limited to the sale of the Securities).
ARTICLE
V
COVENANTS
OF INVESTOR
Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s
trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities laws
and regulations and the rules and regulations of FINRA and the Principal Market.
Section
5.2 SHORT SALES. Neither the Investor, nor any affiliate of the Investor acting on its behalf, will execute any “short sales”
(as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) (“Short Sale”) during the period from the date
hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of
a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short
Sale.
ARTICLE
VI
COVENANTS
OF THE COMPANY
Section
6.1 RESERVATION OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to
the Required Minimum in accordance with the terms of this Agreement.
Section
6.2 LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor
hereunder on the Principal Market (subject to official notice of issuance) and shall maintain the listing of all such Securities from
time to time issuable hereunder. The Company shall maintain the listing and trading of the Common Stock on the Principal Market (including,
without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of FINRA and the Principal Market.
Section
6.3 OTHER TRANSACTIONS. During the period beginning on the date of this Agreement and continuing until the later of (i) 24 months
from the date of this Agreement or (ii) the date that this Agreement is no longer in effect, the Company covenants and agrees that it
will not, without the prior written consent of the Investor, enter into any other Equity Line of Credit (as defined below). During the
period beginning on the date of this Agreement and continuing until the later of (i) 12 months from the date of this Agreement or (ii)
the date that this Agreement is no longer in effect, the Company covenants and agrees that it will not, without the prior written consent
of the Investor, enter into any Variable Rate Transaction (as defined below) with any other party. “Equity Line of Credit”
shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the
right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or price
formula. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities
that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either
(A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices
of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with
a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or
equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company
or the market for the Common Stock or (ii) issues securities at a future determined price, provided, however, that an Equity Line of
Credit shall not be deemed to be a Variable Rate Transaction.
Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT.
The Company agrees that it shall file a Current Report on Form 8-K or 6-K (if applicable), including the Transaction Documents as exhibits
thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the
material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor
to review and comment upon the final pre-filing draft version of the Current Report at least one (1) Trading Day prior to its filing
with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts
to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the date the Investor receives
it from the Company. The Company shall also comply with the Registration Rights Agreement with respect to the filing and effectiveness
deadlines of a new registration statement (the “Registration Statement”) in accordance with the terms of such Registration
Rights Agreement.
Section
6.5 NO BROKER-DEALER ACKNOWLEDGEMENT. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the
Company shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Investor
is currently, or ever has been, a broker-dealer under the Securities Exchange Act of 1934.
ARTICLE
VII
CONDITIONS
TO DELIVERY OF
PUT
NOTICES AND CONDITIONS TO CLOSING
Section
7.1 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE
AND SELL PUT SHARES. In addition to the other provisions of this
Agreement, the right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions
set forth below:
(a)
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such
time.
(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.
Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The obligation of the Investor hereunder to purchase
Put Shares is subject to the satisfaction of each of the following conditions:
(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Put Shares and Commitment Shares at prevailing market prices (and not fixed prices) and (i) neither
the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such
Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either
temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness
of, such Registration Statement or related prospectus shall exist.
(b)
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).
(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, including but not limited
to the delivery of the Put Shares as provided in Section 2.2(a) of this Agreement.
(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely affects
any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.
(e)
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.
(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing on
and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason, of the
trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company any remaining
amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.
(g)
BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in
the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is
given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following
such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.
(h)
PENNY STOCK. The Common Stock shall not be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (17 CFR
§ 240.3a51-1). In the event that the Common Stock becomes a “penny stock” prior to the closing of a respective Put,
the Investor shall have the right to return to the Company up to all of the Put Shares associated with such Put, and the Purchase Price
with respect to such Put shall be reduced accordingly.
(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days
following the Trading Day on which such Put Notice is deemed delivered).
(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market, including but not limited to as contemplated by Section 2.4 of this Agreement.
(k)
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as
of the date of each such certificate.
(l)
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”
(m)
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been
filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within
the applicable time periods prescribed for such filings under the Exchange Act.
(n)
RESERVE. The Company shall have reserved the Required Minimum for the Investor’s benefit under this Agreement, the Company
shall have satisfied the reserve requirements with respect to all other contracts between the Company and Investor.
(o)
MINIMUM PRICING. The lowest traded price of the Common Stock in the ten (10) Trading Days immediately preceding the respective
Put Date must exceed $0.03 per share.
(p)
BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,
for relief under any bankruptcy law or any law for the relief of debtors shall not be instituted by or against the Company or any subsidiary
of the Company (the “Bankruptcy Proceedings”), and the Company shall have no knowledge of any event more likely than not
to have the effect of causing Bankruptcy Proceedings to arise. In the event of Bankruptcy Proceedings as contemplated by this Section
7.2(p), the Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the
Purchase Price with respect to such Put shall be reduced accordingly.
ARTICLE
VIII
LEGENDS
Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.
Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.
ARTICLE
IX
NOTICES;
INDEMNIFICATION
Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The
addresses for such communications shall be:
If
to the Company:
Global
Interactive Technologies, Inc.
160, Yeouiseo-ro,
Yeongdeungpo-gu
Seoul,
Republic of Korea 07231
Email:
tkc@gitechnologies.com
Attention:
Taehoon Kim
If
to the Investor:
Hudson
Global Ventures, LLC
_______________________
_______________________
Email:
info@hudsonventuresllc.com
Either
party hereto may from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’
prior written notice of such changed address to the other party hereto.
Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party
along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and
against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting
from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances
under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities
law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing
its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any
Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon
any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in
conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).
Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for
indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:
(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is
being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced
by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the
period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as
defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
Party against such Third Party Claim.
(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right
to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such
Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the
payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying
Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will,
at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third
Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or
settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding
sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing,
the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives
its right to indemnity under Section 9.2 with respect to such Third Party Claim.
(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and
diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying
Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.
(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the
Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute
Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to
such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.
(b)
In the event any Indemnified Party should have a claim under Section 9.2
against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification
of a claim for indemnity under Section 9.2 specifying the nature of and basis for such claim, together with the amount or, if not then
reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an “Indemnity Notice”) with
reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such
party’s rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced
thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described
in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the
claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect
to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be
entitled to institute such legal action as it deems appropriate.
(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.
(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party
against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
ARTICLE
X
MISCELLANEOUS
Section
10.1 ARBITRATION OF CLAIMS; GOVERNING LAW; JURISDICTION.
The Company and Investor shall submit all Claims (as defined in Exhibit C of this Agreement) (the “Claims”) arising under
this Agreement or any other agreement between the Company and Investor or their respective affiliates (including but not limited to the
Transaction Documents) or any Claim relating to the relationship of the Company and Investor or their respective affiliates to binding
arbitration pursuant to the arbitration provisions set forth in Exhibit C of the Agreement (the “Arbitration Provisions”).
The Company and Investor hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the Company and
Investor hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants
and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or
waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution
of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take
a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations
and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and
all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal
laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada.
The Company and Investor consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement
or any other agreement between the Company and Investor or their respective affiliates (including but not limited to the Transaction
Documents) or any Claim relating to the relationship of the Company and Investor or their respective affiliates shall be in the State
of Nevada. Without modifying the Company’s and Investor’s mandatory obligations to resolve disputes hereunder pursuant to
the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms
(specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s
transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving Company and
the Company’s transfer agent related to Investor in any way (specifically including, without limitation, any action where Company
seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares
of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal
jurisdiction of any state or federal court sitting in the State of Nevada, (ii) expressly submits to the exclusive venue of any such
court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where
Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing
shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in the State of Nevada, and (iv) waives
any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection
to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper.
Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the
ability of the Investor to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of
the Investor, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim
that it is not personally subject to the jurisdiction of any such court, and any claim that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but not limited to based upon forum
non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.
The Company irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated
hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate,
instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.
Section
10.2 PAYMENT SET ASIDE. Further, to the extent that the (i) Company makes a payment or payments to the Investor pursuant to this
Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Investor enforces or
exercises its rights pursuant to this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby
(including but not limited to the sale of the Securities), and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, or disgorged by the Investor, or (ii) are required to be refunded, repaid
or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including,
without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent
of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately
pay to the Investor a dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, or disgorged by the Investor, or (ii) required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any
bankruptcy law, foreign, state or federal law, common law or equitable cause of action).
Section
10.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other
Person.
Section
10.4 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section
9.3.
Section
10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation
Period or at any time that the Investor holds any of the Put Shares. In addition, this Agreement shall automatically terminate at the
end of the Commitment Period. Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Articles III, IV, VI,
IX of this Agreement and the agreements and covenants of the Company and the Investor set forth in Article X of this Agreement shall
survive the termination of this Agreement and (ii) the Investor shall retain all rights to the Commitment Shares even if this Agreement
is terminated.
Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.
Section
10.7 FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay
$20,000.00 to legal counsel of the Investor on the date of this Agreement for Investor’s expenses relating to the preparation of
this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of
any Securities to the Investor. On the date of this Agreement, the Company shall issue the Initial Commitment Shares to Investor for
its commitment to enter into this Agreement. If the closing price of the Common Stock on the Measurement Date is less than the closing
price of the Common Stock on the date of this Agreement (as adjusted for any stock dividend, stock split, stock combination, rights offerings,
reclassification or similar transaction that proportionately decreases or increases the Common Stock), then the Company shall issue True-Up
Commitment Shares on the Measurement Date to Investor for its commitment to enter into this Agreement. The Commitment Shares shall be
earned in full upon the execution of this Agreement. The issuance of the Initial Commitment Shares is not contingent upon any other event
or condition, including but not limited to the effectiveness of the Registration Statement or the Company’s submission of a Put
Notice to the Investor. The True-Up Commitment Shares, if required to be issued pursuant to this Agreement, shall be issued as provided
in this Agreement, provided, however, that in no event shall the Investor be entitled to receive shares of Common Stock in excess of
the Beneficial Ownership Limitation. Accordingly, if the True-Up Commitment Shares are required to be issued pursuant to this Agreement,
such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches with the balance held
in abeyance if required to comply with such Beneficial Ownership Limitation (each an “Additional Tranche”). The Company shall
issue each Additional Tranche within two (2) business days of the request by Investor, subject to compliance with the Beneficial Ownership
Limitation.
Section
10.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of
the Parties and shall be deemed to be an original instrument which shall be enforceable against the Parties actually executing such counterparts
and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other Parties hereto by
email of a copy of this Agreement bearing the signature of the Parties so delivering this Agreement.
Section
10.9 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.
Section
10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.
Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.
Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.
Section
10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that
is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.
Section
10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other Parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material
contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file
such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further
agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.
THE
COMPANY:
GLOBAL
INTERACTIVE TECHNOLOGIES, INC.
By:
/s/
Taehoon Kim
Name:
Taehoon
Kim
Title:
Interim
Chief Executive Officer
INVESTOR:
HUDSON
GLOBAL VENTURES, LLC
By:
/s/
Seth Ahdoot
Name:
Seth
Ahdoot
Title:
Member
[Signature
Page to equity purchase agreement]
EXHIBIT
A
FORM
OF PUT NOTICE
TO:
HUDSON GLOBAL VENTURES, LLC
DATE:
________________
We
refer to the equity purchase agreement, dated March 26, 2026 (the “Agreement”), entered into by and between Global
Interactive Technologies, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same
meaning when used herein.
We
hereby:
1)
Give you notice that we require you to purchase _______________Put Shares pursuant to the Agreement; and
2)
The Initial Purchase Price pursuant to the Agreement is _______________; and
2)
Certify that, as of the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.
GLOBAL
INTERACTIVE TECHNOLOGIES, INC.
By:
Name:
Taehoon
Kim
Title:
Interim
Chief Executive Officer
EXHIBIT
B
FORM
OF OFFICER’S CERTIFICATE
OF
GLOBAL INTERACTIVE TECHNOLOGIES, INC.
Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated March 26, 2026 (the “Agreement”), by and between
Global Interactive Technologies, Inc. (the “Company”) and Hudson Global Ventures, LLC (the “Investor”),
the undersigned, in his capacity as Interim Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies,
as of the date hereof (such date, the “Condition Satisfaction Date”), the following:
1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction Date
as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular date)
with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction
Date, except for any conditions which have temporarily caused any representations or warranties of the Company set forth in the Agreement
to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and
2.
All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but not
limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.
Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.
IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the _____________,
20 .
By:
Name:
Taehoon Kim
Title:
Interim Chief Executive Officer
EXHIBIT
C
ARBITRATION
PROVISIONS
1.
Dispute Resolution. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising
out of or relating to any of the Transaction Documents or the relationship of the parties or their affiliates shall be in the State of
Nevada. For purposes of this Exhibit C, the term “Claims” means any disputes, claims, demands, causes of action,
requests for injunctive relief, requests for specific performance, questions regarding severability of any provisions of the Transaction
Documents, liabilities, damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated
in the Transaction Documents and any communications between the parties related thereto, including without limitation any claims of mutual
mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure
of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate
the Agreement (or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. The parties to this Agreement
(the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration
Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties hereby agree that the arbitration
provisions set forth in this Exhibit C (“Arbitration Provisions”) are binding on each of them. As a result,
any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or
these Arbitration Provisions) or any other Transaction Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for
any other reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration
of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.
2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in the State of Nevada and pursuant to the terms set forth in these Arbitration Provisions. Subject to the
arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award
of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding
upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented
or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection
with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting
such enforcement. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in the State
of Nevada.
3.
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Nevada Uniform Arbitration
Act, Chapter 38 (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing,
pursuant to, and to the maximum extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of
these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the
parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary
from these Arbitration Provisions.
4.
Arbitration Proceedings. Arbitration between the parties will be subject to the following:
4.1
Initiation of Arbitration. Pursuant to the Arbitration Act, the parties agree that a party may initiate Arbitration by giving
written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section
8(f) of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed
initiated as of the date that the Arbitration Notice is deemed physically delivered to such other party under Section 8(f) of the Agreement
(the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or
fax pursuant to Section 8(f) of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature
of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must
be pleaded consistent with the Nevada Rules of Civil Procedure.
4.2
Selection and Payment of Arbitrator.
(a)
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by the American Arbitration Association (“AAA”) or
other arbitration service provider agreed upon by the parties (such three (3) designated persons hereunder are referred to herein as
the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral”
with AAA or other arbitration service provider agreed upon by the parties. Within five (5) calendar days after Investor has submitted
to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators
to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators
in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice
of such selection to Company.
(b)
If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph
(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the
parties by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed
Arbitrators to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties
under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed
Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by
providing written notice of such selection to Investor.
(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected
such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the
chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators
decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this
Paragraph 4.2.
(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator
resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to
continue the Arbitration. If AAA or other arbitration service provider agreed upon by the parties ceases to exist or to provide a list
of neutrals and there is no successor thereto, then replacement arbitrators shall be selected and agreed upon by both parties within
five (5) calendar days thereafter.
(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if
one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount, with such amount
being added to or subtracted from, as applicable, the Arbitration Award.
4.3
Applicability of Certain Nevada Rules. The parties agree that the Arbitration shall be conducted generally in accordance with
the Nevada Rules of Civil Procedure and the Nevada Rules of Evidence. More specifically, the Nevada Rules of Civil Procedure shall apply,
without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions.
The Nevada Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the
foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.
In the event of any conflict between the Nevada Rules of Civil Procedure or the Nevada Rules of Evidence and these Arbitration Provisions,
these Arbitration Provisions shall control.
4.4
Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required
deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against
such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.
4.5
[Intentionally Omitted].
4.6
Discovery. The parties agree that discovery shall be conducted as follows:
(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded
in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations
set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited
as follows:
(i)
To facts directly connected with the transactions contemplated by the Agreement.
(ii)
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or
less expensive than in the manner requested.
(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests
for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than
three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions
will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition
of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending
the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,
then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must
pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is
deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated
attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision.
(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator
and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation
of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Nevada Rules of Civil Procedure.
The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the
arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written
challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to
one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3)
calendar days make a finding as to the likely attorneys’ fees and costs associated with responding to the discovery requests and
issue an order that (i) requires the requesting party to prepay the attorneys’ fees and costs associated with responding to the
discovery requests, and (ii) requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five
(25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate
of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will
make a finding that (A) there are no attorneys’ fees or costs associated with responding to such discovery requests, and (B) the
responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days
of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including
without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay
the estimated attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the same, unless
such obligation is deemed waived as set forth above.
(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Nevada Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery
request does not satisfy any of the standards set forth in these Arbitration Provisions or the Nevada Rules of Civil Procedure, the arbitrator
may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.
(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of
the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:
(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name
and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other
cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)
the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert
witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter
not fairly disclosed in the expert report.
4.6
Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant to the Nevada Rules of Civil Procedure
(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the
arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion.
Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other
party a memorandum in opposition to the Memorandum in Support (the “Memorandum
in Opposition”). Within seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that
submitted the Memorandum in Support shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition
(“Reply Memorandum”). If the applicable party shall fail to deliver the Memorandum in Opposition as required above,
or if the other party fails to deliver the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver
the same, and the Dispositive Motion shall proceed regardless.
4.7
Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including
without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential
in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party
or its agents,
(b)
such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified
the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction
prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on
a need to know basis who each agree in writing not to disclose such information to any third party. The arbitrator is hereby authorized
and directed to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written
request of either party.
4.8
Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize
and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the
Arbitration proceedings to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred
twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling
conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a scheduling order with various
binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render
a decision prior to the end of such 120-day period.
4.9
Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief
which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.
4.10
Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,
and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.
5.
Arbitration Appeal.
5.1
Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have
a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel
of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein
as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph
4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,
the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond
in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.
In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance
with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will
not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)
to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.
If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described
in this Paragraph 5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of
the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.
5.2
Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof
of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)
person arbitration panel (the “Appeal Panel”).
(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by AAA or other arbitration service provider agreed upon by the
parties (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”).
For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with AAA or other arbitration
service provider agreed upon by the parties, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original
Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal
Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the
members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day
period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such
selection to the Appellant.
(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the
Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed
Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators
by AAA or other arbitration service provider agreed upon by the parties (none of whom may be the Original Arbitrator) by written notice
to the Appellee. The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its selected arbitrators
to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If
the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the
members of the Appeal Panel, then the Appellant may select the three (3) members of the Appeal Panel from the Appellant’s list
of five (5) arbitrators by providing written notice of such selection to the Appellee.
(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date
a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three
(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator
selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators
who have already agreed to serve shall remain on the Appeal Panel.
(d)
The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)
delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal
Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in
writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel
to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes
of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make
determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator
on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator
shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If AAA or other arbitration
service provider agreed upon by the parties ceases to exist or to provide a list of neutrals, then replacement arbitrators for the Appeal
Panel shall be selected and agreed upon by both parties within five (5) calendar days thereafter.
(d)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.
5.3
Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and
all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate
for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous
evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents
filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal
Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new
witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the
Arbitration Award.
5.4
Timing.
(a)
Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply
Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of
this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.
If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply
Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and
the Appeal shall proceed regardless.
(b)
Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).
5.5
Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. Judgment upon the Appeal Panel Award
will be entered and enforced by a state or federal court sitting in the State of Nevada.
5.6
Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.
5.7
Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party
being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any
statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the
Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal
Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges
awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including
without limitation in connection with the Appeal).
6.
Miscellaneous.
6.1
Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision
shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.
6.2
Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Nevada without regard to the conflict
of laws principles therein.
6.3
Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,
or affect the interpretation of, these Arbitration Provisions.
6.4
Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed
by the party granting the waiver.
6.5
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.
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