Quest Patent Research Corp (QPRC)

[-Awaken-]

C. The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) a Note in the principal amount of $1,250,000 (the “Initial Note”), (ii) two additional Notes in the principal amount of $2,000,000 (the “Further Payment Notes”), (iii) up to $1,000,000 in principal amount of additional Notes (the “Additional Notes”), and (iii) 50,000,000 shares (the “Shares”) of the Company’s restricted Common Stock at a purchase price of $0.005 per Share or an aggregate of $250,000.