PureSafe Water Systems Inc. (fka PSWS)

[Uboat]

On September 25, 2017, the Company entered into a Securities Exchange Agreement with PureSafe Water Systems, Inc. (“Seller”) through which the Company purchased 100% of the outstanding common stock of Sustainable Resources Corporation, a Delaware corporation (“Sustainable”), in exchange for the issuance by the Company of a $3,000,000 non-convertible promissory note bearing a 5% per annum interest rate with a five year term. As part of the Agreement, the Company granted to Seller a twelve (12) month option to purchase up to thirty percent (30%) of the Company’s then outstanding common stock (at time of exercise of option by Seller) at a price equal to seventy five percent (75%) of the average of trading prices during the first thirty (30) days following the closing. The Agreement constitutes a tax-free exchange and is attached as Exhibit 4.1. The promissory note executed as part of the Agreement is attached as Exhibit 4.2. The parties also entered into a Royalty Agreement that is attached as Exhibit 4.3 and provides for the delivery of a five percent royalty of the gross revenue earned by Sustainable beginning on July 1, 2018.