ANNEX A

TRANSBIOTEC, INC. DEBENTURE PURCHASE AGREEMENT

TRANSBIOTEC, INC. DEBENTURE PURCHASE AGREEMENT

INSTRUCTIONS

(Unless otherwise defined, all capitalized terms used in these Instructions are as defined in the accompanying Offering Memorandum.)

How to Invest If you wish to purchase Debentures in the Offering, you will be required to take each of the following steps:

• Review, and have your professional advisers review, the Offering Memorandum and documents attached to the Offering Memorandum, make sure you fully understand the terms and conditions of this Debenture Purchase Agreement (this “Agreement”) and the risks of investing in Debentures, and confirm that an investment in Debentures is suitable for you and that you qualify as an accredited investor.

• Print, complete and sign the attached signature page to this Agreement for an individual Investor, or the attached signature page to this Agreement for an Investor that is an entity or trust, whichever is applicable (the “Signature Page”).

• Complete the Accredited Investor Certificate attached to this Agreement as Schedule A.

• Obtain written verification that you are an accredited investor in the manner described below under “How to Verify That You Are an Accredited Investor.”

• Deliver your signed Signature Page, along with a completed copy of Schedule A and written verification that you are an accredited investor, by email to the Placement Agent at _______@________, with a copy also sent by email to Charles Bennington, President and Chief Operating Officer of the Company, at cbennington@transbiotec.com and to FundAmerica Securities, LLC at [_____________________]. Check payable to “FundAmerica Securities, LLC”, or wire to the FundAmerica Securities, LLC (see wire instructions below), with “TransBiotec PPM” in the reference line, with a minimum purchase of $10,000.

All investor funds will be held in an Escrow Account with FundAmerica Securities, LLC until released to the Company in connection with a Closing or returned to the Investor, as described in the Offering Memorandum. How to Verify That You Are an Accredited Investor When purchasing Debentures, you must provide the Company with written verification of your status as an accredited investor. You may do this by utilizing the Fund America accredited investor verification process that is available on the www.fundamerica.com website or a similar verification service that is approved in advance by the Placement Agent. Fund America provides an online

platform where licensed attorneys verify your status as an accredited investor after reviewing recent tax or financial documentation that you will be instructed to upload on their secure platform. Fund America charges investors a fee (currently $59) for their verification services. You need to obtain your accredited investor verification from Fund America within three months before your purchase of Debentures in the Offering, so if you have previously obtained a verification that is more than three months old, you will be required to obtain a new one. If you have any questions about the accredited investor verification process, please review the information provided on the Fund America website. You may also call and speak to a representative at Fund America. If you have difficulty understanding this process, please do not hesitate to contact the Placement Agent at Fund America. Neither the Company nor the Placement Agent has any interest in or affiliation with Fund America

[Rest of page intentionally blank]

A-2

Wire Instructions:

Beneficiary Name: FundAmerica Securities, LLC [ADDRESS NO. 1] [ADDRESS NO. 2] Beneficiary Account: [_____________________] Bank Name: [______________________] [BANK ADDRESS NO. 1] [BANK ADDRESS NO. 2] Routing Number: [_________________] Swift Code: [_________________] Reference: TransBiotec PPM (please send copy of wire confirmation to the FundAmerica Securities, LLC at above address).

A-3

DEBENTURE PURCHASE AGREEMENT

This Debenture Purchase Agreement (this “Agreement”) is dated as of __________, 2016, by and among TransBiotec, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A attached hereto (collectively, the “Investors” and each an “Investor”), which shall be revised from time to time as additional Investors become parties to this Agreement in accordance with Section 2 of this Agreement.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Authorization; Offer and Sale of Debentures. The Company has duly authorized the offer, sale and issuance (the “Offering”), pursuant to the terms of this Agreement and the related offering memorandum of the Company dated [February__,] 2016 (the “Offering Memorandum”), of unsecured convertible debentures in the form attached to the Offering Memorandum as Annex B in the aggregate principal amount of up to $3,000,000 (each a “Debenture” and, collectively, the “Debentures”). The Debentures are convertible into shares of the common stock of the Company (each a “Share”). The Debentures, together with the underlyingShares are collectively referred to as the “Securities.”

2. Closings. Subject to satisfaction of the conditions set forth in Section 3 and the other

terms and conditions of this Agreement, the initial sale and purchase of Debentures under this Agreement shall take place at a closing (the “Initial Closing”) to be held at such place and time as the Company shall determine (the “Closing Date”). After the Initial Closing, subject to satisfaction of the conditions set forth in Section 3 and the other terms and conditions of this Agreement, the Company may sell additional Debentures at one or more additional closings on a monthly basis, held on or before May 31, 2016 (the “Additional Closings”). The Initial Closing and the Additional Closings are collectively referred to as the “Closings.” At each Closing, the Company shall deliver a Debenture to each Investor participating in such Closing in the original principal amount set forth on such Investor’s signature page to this Agreement, and each Investor shall pay to the Company the purchase price therefor, which shall be equal to the original principal amount (the “Purchase Price”). At each Additional Closing, any additional investors purchasing a Debenture at such Closing shall execute and deliver a signature page to this Agreement, and upon acceptance by the Company of such signature page the additional investor shall become a “Investor” hereunder. The Company shall cause Exhibit A hereto to be amended to include each Investor and all corresponding information specified in the exhibit at each Additional Closing, and the Company shall provide each Investor with a copy of the amended Exhibit A.

3. Conditions Precedent. The following conditions must be satisfied for the Company’s

obligation to sell, issue and deliver the Debentures to each Investor:

3.1. Agreement Completed, Signed and Delivered. The Investor will have completed, signed and delivered, pursuant to the Instructions preceding this Agreement, the applicable signature page, as well as the Registration Form attached as Schedule A and the Accredited Investor Certificate attached as Schedule B to this Agreement;

3.2. Purchase Price Delivered. The Investor will have delivered the Purchase

A-4

Price to the Escrow Account at FundAmerica Securities, LLC by check, ACH or wire transfer of immediately available funds; and

3.3. Representations and Warranties Truthful. The representations and warranties

of the Investor set forth herein will be true, accurate and complete as of the date of the Investor’s execution of this Agreement and as of the time of Closing, as if repeated at such time.

4. Representations and Warranties of the Company. The Company represents and

warrants to each Investor as of the applicable Closing that:

4.1. Corporate Organization and Authority. The Company:

(a) is a corporation duly organized, validly existing, and in good standing in the State of Delaware;

(b) has the corporate power and authority to own and operate its properties and to

carry on its business as now conducted and as currently proposed to be conducted; and (c) is duly qualified as a foreign corporation and is in good standing in all such

jurisdictions where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company.

4.2. Corporate Power. The Company has all requisite corporate power and

authority, and has all material licenses, authorizations, consents and approvals necessary to carry on its business, as now being conducted. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by the Company of this Agreement has been duly authorized by all necessary corporate action on its part.

4.3. Due Execution; Enforceability. The execution and delivery of this Agreement

and the Debentures by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the Debentures to be issued at such Closing have been duly executed and delivered by the Company and constitute the valid and binding obligation of the Company, enforceable in accordance with their terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies.

4.4. Authorization and Validity. The execution, delivery and performance of this

Agreement, the issuance, sale and delivery of the Debentures, and compliance with the provisions hereof and thereof by the Company do not and will not, with or without the passage of time or the giving of notice or both, violate, conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration), or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company, under: (a) the provisions of any note, bond, mortgage, indenture, loan, license, agreement, lease or other instrument or obligation that is binding on the

A-5

Company or any of its assets, (b) the Certificate of Incorporation or the By-Laws of the Company, or (c) any provision of law, statute, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body. The issuance of the Debentures is not subject to preemptive or other similar statutory or contractual rights that have not been duly and effectively waived.

4.5. Reservation and Issuance of Shares. The Company does not have sufficient

authorized common stock to honor the conversions of its current outstanding convertible instruments if they were all converted (disregarding the limiters contained in some of the convertible instruments that would disallow conversions if such conversion would cause the holder to beneficially own more than 4.9% of our outstanding common stock) and, therefore, the Company also does not currently have sufficient authorized common stock to effect conversions of the Debentures related to the Offering. The Company has agreed to set aside $15,000 from the Offering proceeds (if there is at least the initial Closing), which is the amount the Company estimates will be required in order to file the required proxy statement or information statement with the Securities and Exchange Commission, as well as the mailing of the materials to its shareholders, in order to effect the increase in its authorized common stock to an amount reasonably likely to cover conversions of the Debentures related to this Offering, at least sufficient to cover conversions in the event the Company receives total gross offering proceeds of up to $500,000. On or before the date the Debenture is convertible into Shares issuable upon conversion of the Debentures the Company will have sufficient authorized common stock to honor the conversions and exercises and the issuance of such Shares will be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debenture will be duly and validly issued, fully paid, and non-assessable.

4.6. Government Consents. No consent, approval, order or authorization of, or

registration, qualification, designation, declaration or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency is required on the part of the Company in connection with the offer, issuance, sale and delivery of the Debentures, and the issuance and delivery of the shares of capital stock and warrants issuable upon conversion of the Debentures, except such filings as shall have been made prior to and shall be effective on and as of the date of the Closings and such filings required to be made after the date of the Closings under applicable federal and state securities laws. Based on the representations made by each of the Investors in Section 4 of this Agreement, the offer and sale of the Debentures to each of the Investors will be in compliance with applicable federal and state securities laws.

5. Representations, Warranties and Covenants of Each Investor. Each Investor, on its

own behalf and on behalf of any beneficial purchaser for whom the Purchaser is acting, if applicable, hereby represents and warrants to and covenants with the Company as follows (and acknowledges that the Company and its counsel are relying thereon):

5.1. Legal Capacity and Authority. If the Investor is an individual, the Investor

has obtained the age of majority and in every case has the legal capacity and competence to execute this Agreement and to take all actions required pursuant hereto and thereto. If the Investor is a corporation, limited liability company, partnership, unincorporated association or other entity, the Investor has the legal authority to enter into and be bound by this Agreement and all necessary approvals of directors, members, managers, stockholders or otherwise for the Investor’s entry into this Agreement have been given and obtained.

5.2. No Violation. The Investor’s entry into this Agreement, and the transactions

A-6

contemplated hereby, will not result in the violation of any law applicable to, or the charter documents of, the Investor (if any) or of any agreement, written or oral, to which the Investor is a party or by which the Investor is bound.

5.3. Enforceability. When executed and delivered by the Investor, and assuming

execution and delivery by the Company, this Agreement will constitute a valid and binding obligation of the Investor, enforceable in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies.

5.4. Brokers and Finders. Except as described in the Offering Memorandum,

there is no person acting or purporting to act for the Investor in connection with the transactions contemplated herein who is entitled to any brokerage commission, finder’s fee or other similar amount. If any person establishes a claim that any commission, fee or other compensation is payable in connection with the Investor’s purchase of Debentures pursuant to this Agreement, the Investor covenants to indemnify and hold harmless the Company with respect thereto and with respect to all costs reasonably incurred by the Company in the defense thereof.

5.5. Investment. The Investor is acquiring the Securities for investment for the

Investor’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing any Securities. By executing this Agreement, the Investor further represents that it has no contract, undertaking, agreement, or arrangement with any person to sell, transfer, grant a participation interest in or otherwise dispose of Securities to such person or to any third person, and has no present plans to enter into any such agreement or arrangement.

5.6. Restrictions on Transfer. The Investor understands and acknowledges that

the offering of the Securities pursuant to this Agreement has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, based on the Company’s reliance on exemptions for private offerings contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder and exemptions contained in applicable state securities laws, and that the Company’s reliance upon such exemptions is predicated upon the Investor’s representations, warranties and agreements as set forth in this Agreement. The Investor has read and fully understands the restrictions on resale, transferability and assignment of the Securities as set forth in the Offering Memorandum and this Agreement, and that the Investor must bear the economic risk of the Investor’s investment in the Securities for an indefinite period of time because the Securities cannot be offered or sold without registration under the Securities Act unless, in the written opinion of counsel acceptable to the Company, such registration is not required or an exemption from such registration is available. Any such resale must also comply with any applicable state securities laws and any other applicable law.

5.7. No Active Trading Market. The Investor further understands that no trading

market now exists or is expected to develop for the Debenturesand only a limited trading market now exists for the Shares, and that the Company has given no assurances that an active trading market will ever develop for the Company’s Securities.

A-7

5.8. Sophistication; Ability to Bear Risk of Investment. The Investor represents that he, she or it: (a) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Debenture being purchased by the Investor; (b) believes that an investment in the Securities is suitable for the Investor based upon the Investor’s investment objectives and financial needs; (c) has reviewed the Offering Memorandum and has an understanding and appreciation of the risk factors described therein and the speculative nature of an investment in the Securities, (d) has had the opportunity to discuss the Company’s business, management, and financial affairs with the Company’s management; (e) has adequate means for providing for the Investor’s current and anticipated financial needs and contingencies; and (f) is able, without materially impairing the Investor’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss on this investment.

5.9. Tax Advisers. The Investor has reviewed with its own tax advisers the U.S.

federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, such Investor relies solely on any such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Agreement.

5.10. Other Advisers. The Investor acknowledges that it is solely responsible for

obtaining such legal, financial and investment advice as it considers appropriate in connection with its execution and delivery of this Agreement and its purchase of Debentures and has had an opportunity to obtain such independent legal, financial and investment advice and thereby understands each of the acknowledgments, representations and warranties and undertakings set out herein.

5.11. Risks Related to Floating Conversion Price. The Investor hereby

acknowledges that the Investor has been advised of the specific risks associated with investing in securities that have a floating conversion price or exercise price, including the Company’s Debentures, as disclosed in the “Risk Factors” section of the Offering Memorandum.

5.12. No Guarantees. No person, including (without limitation) any director,

officer, employee, agent or other representative of the Company, has made to the Investor any written or oral representation:

(a) that any person or entity will resell or repurchase the Debentures or any Shares underlying the Debentures;

(b) that the Company or any other person or entity will refund the purchase price of the Debentures;

(c) as to the future price or value of any of the Securities; or

(d) that the Securities will be listed or posted for trading on a stock exchange or automated dealer quotation system or that application has been made to list or post the Securities for

A-8

trading on a stock exchange or automated dealer quotation system. 5.13. Disclosure of Personal Information. The Investor acknowledges that the

Company may be required to disclose to securities regulatory authorities, tax authorities or other governmental entities the name, address, social security number and/or other tax identification number of the Investor (and, if applicable, any beneficial purchaser for whom the Investor is contracting), the principal amount of Debentures purchased by the Investor and the Purchase Price for the same, and, if required by applicable securities legislation, regulations, rules, policies or orders or by any securities commission, stock exchange or other regulatory authority, the Investor will, in a timely manner, execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issuance and sale of the Debentures as may be required or requested by the Company to enable the Company to comply with applicable securities legislation, regulations, rules, policies or orders or the requirements of any securities commission or other regulatory authority.

5.14. Legality of Funds. None of the funds provided to pay the Purchase Price (i)

have been or will be derived from or related to any activity that is deemed criminal under U.S. federal or state laws or the laws of any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Company. The Investor will promptly notify the Company if it discovers that any of these representations ceases to be true and will provide the Company with all appropriate information in connection therewith.

5.15. Accredited Investor. The Investor qualifies as an “accredited investor” as

defined in Rule 501(a) of Regulation D under the Securities Act by satisfying the category or categories checked by the Investor on the Accredited Investor Certificate attached as Schedule B to this Agreement. The Investor acknowledges that, prior to the Closing, the Investor shall be required to submit to the Company such further verification of the Investor’s status as an accredited investor as the Company may request for purposes of satisfying Rule 506(c) of Regulation D under the Securities Act. If the Investor is an entity, the Investor confirms that it has not been formed solely for the purpose of making this investment. The residency of the Investor (or, in the case of an entity, such entity’s principal place of business) is correctly set forth beneath such Investor’s name on the Investor’s signature page to this Agreement.

5.16. Fiduciaries. If the Investor is purchasing the Debentures in a fiduciary

capacity, (i) the representations, warranties, acknowledgments, covenants and agreements of the Investor contained herein will be deemed to have been made on behalf of the person or persons for whose benefit such Debentures are being purchased, (ii) the name of such person or persons is indicated on the Investor’s signature under the Investor’s name, and (iii) such further information as the Company deems appropriate will be promptly furnished by the Investor regarding such person or persons, either before or after the Closing.

5.17. Indemnification. The Investor hereby agrees to indemnify and hold harmless

the Company and its directors, officers, employees, attorneys, agents, subsidiaries and affiliated persons from any and all damages, losses, claims, amounts paid in settlement of claims, cost and expenses (including reasonable attorneys’ fees and costs) which they, or any of them, may incur by reason of the Investor’s breach of any of its representations and warranties contained herein, the failure to comply with any covenant contained herein, or in any way arising out of or based on any

A-9

representation, warranty or covenant of the Investor contained in any document furnished by the Investor to the Company.

5.18. Costs. The Investor acknowledges and agrees (on its own behalf and, if

applicable, on behalf of any beneficial purchaser for whom the Investor is contracting) that all costs incurred by the Investor (or the beneficial purchaser for whom it is contracting), including, without limitation, any fees and disbursements of any legal counsel or other professional advisor retained by the Investor (or the beneficial purchaser for whom it is contracting), relating to this Agreement and the purchase of the Debentures by the Investor (or the beneficial purchaser for whom it is contracting) will be borne by the Investor (or the beneficial purchaser for whom it is contracting).

5.19. Authorized Common Stock. The Investor acknowledges that the Company

does not currently have sufficient authorized common stock to effect conversions of the Debentures related to the Offering. The Investor further acknowledges the Company has agreed to set aside $15,000 from the Offering proceeds (if there is at least the initial Closing) in order to effect the increase in its authorized common stock to an amount reasonably likely to cover conversions of the Debentures related to this Offering, at least sufficient to cover conversions in the event the Company receives total gross offering proceeds of up to $500,000.

6. Restrictive Legends. The Securities shall bear such restrictive legends as the

Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, a legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS.”

7. Miscellaneous.

7.1. Expenses. The parties shall each pay their respective expenses incurred in connection with this transaction and the Closings contemplated hereby.

7.2. Successors and Assigns. The Investor may not transfer or assign its rights

under this Agreement, or any of its interest herein, and any attempt to effectuate such an assignment will be null and void. This Agreement and the rights, powers and duties set forth herein will inure to the benefit of the Company, its successors and assigns.

7.3. Survival of Representations and Warranties. All representations and

A-10

warranties contained herein shall survive the execution and delivery of this Agreement and the Closings.

7.4. Separability of Agreements. The Company’s agreement with each of the

Investors is a separate agreement and the sale of Debentures to each of the Investors is a separate sale. Unless otherwise expressly provided herein, the rights of each Investor hereunder are several rights, not rights jointly held with any of the other Investors. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors.

7.5. Severability. If any provision of this Agreement is found to be invalid, illegal

or unenforceable under any applicable statute or rule of law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

7.6. Governing Law; Jurisdiction. This Agreement will be deemed to have been

executed and delivered in, and will be governed by and construed in accordance with, the internal laws of the State of California, without reference to the conflicts of law provisions thereof that would require the application of any other law. The Investor acknowledges and agrees that any action or proceeding of any kind arising out of or by reason of this Agreement will be subject to the exclusive jurisdiction of any federal or state court of competent jurisdiction located in the State of California, Orange County, and the Investor hereby irrevocably consents to the jurisdiction of any such court.

7.7. Notices. All notices, requests, consents, and other communications under

this Agreement shall be in writing and shall be delivered by hand, sent by overnight courier, or e-mail, or mailed by first class certified or registered mail, return receipt requested, postage prepaid:

(a) If to the Company:

TransBiotec, Inc. 400 N. Tustin Avenue, Suite 225 Santa Ana, California 92705 Attn: Charles Bennington Email: cbennington@transbiotec.com

(b) If to an Investor, at the address set forth on such Investor’s signature page to this Agreement, or at such other address as the Investor may have furnished to the Company in writing.

Notices provided in accordance with this Section 6.6 shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), (iii) upon confirmation of successful transmission of a facsimile message containing such notice if sent before 5:00 p.m., local time of the recipient, on any Business Day, and as of 9:00 a.m. local time of the recipient on the next Business Day if sent thereafter, (iv) if sent via email, upon receipt if sent before 5:00 p.m., local time of the recipient, on any Business Day, as of 9:00 a.m. local time of the recipient, on the next Business Day if sent thereafter or on a day that is not a

A-11

Business Day, or (iv) three Business Days after deposit in the United States mail. The term “Business Day” as used in this Section 6.6 shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in the State of California.

7.8. Complete Agreement. This Agreement (including its exhibits) constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, communications or arrangements between them, whether oral or written, relating to such subject matter.

7.9. Amendments and Waivers. This Agreement may be amended, modified or

terminated, and the observance of any term of this Agreement may be waived, with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of Debentures representing a majority of the principal amount then outstanding on the Debentures (the “Requisite Investors”), provided that no such amendment, modification or waiver shall be effective to the extent such amendment, modification or waiver adversely affects the rights of any holder of a Debenture in a manner different from those of such consenting holders (other than differences related solely to the different principal amounts of the Debentures) without the consent of each such differently affected holder. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

7.10. Pronouns. Whenever the context may require, any pronouns used in this

Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

7.11. Facsimile Signature; Counterparts. Facsimile or portable document format

(PDF) copies of signed signature pages will be deemed binding originals. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts will, for all purposes, constitute one agreement binding all the parties, notwithstanding that all parties are not signatories to the same counterpart.

7.12. Section Headings and References. Section headings are for the convenience

of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise.

PRIVACY NOTICE

This Agreement requires the Investor to provide certain personal information (respecting the Investor and, if applicable, the beneficial purchaser for whom the Investor is contracting) to the Company. Personal financial information about an Investor, such as its name, address, social security or tax identification number, and assets and income, may be obtained from this Agreement and the schedules to this Agreement. Such information is being collected by the

A-12

Company for the purposes of completing the Offering, which includes, without limitation, determining the eligibility of the Investor or, if applicable, the beneficial purchaser for whom the Investor is contracting, to purchase the Securities under applicable securities laws, preparing and registering certificates representing the Securities to be issued hereunder, completing filings required under applicable securities legislation, regulations, rules, policies or orders or by any stock exchange or securities regulatory authority or taxation authority, and preparing record books in respect of the Offering.

In addition, such personal information may be used or disclosed by the Company for the purpose of administering the Company’s relationship with the Investor or, if applicable, the beneficial purchaser for whom the Investor is contracting. For example, such personal information may be used by the Company to communicate with the Investor or, if applicable, the beneficial purchaser for whom the Investor is contracting, such as by providing annual or quarterly reports, to prepare tax filings and forms, or to comply with its obligations under taxation, securities and other laws (such as maintaining a list of holders of the Company’s capital stock).

Except as otherwise described herein, this private information will be disclosed only as permitted by applicable law to our affiliates and service providers, including our accountants, attorneys, broker-dealers, escrow agents, custodians, registrars and transfer agents, and any other parties whose services are necessary or convenient to the operation of the Company. Any party receiving private information pursuant to the preceding sentence will be authorized to use such information only to perform the services required and as permitted by applicable law. The personal information may also be disclosed to stock exchanges and governmental and regulatory authorities, including securities regulatory authorities, the United States Internal Revenue Service, and state taxation authorities.

By executing this Agreement, the Investor hereby consents (on its own behalf and, if applicable, on behalf of the beneficial purchaser for whom it is contracting) to the collection, use and disclosure of such personal information. The Investor (on its own behalf and, if applicable, on behalf of the beneficial purchaser for whom it is contracting) also consents to the filing of copies or originals of any of the documents provided to the Company by or on behalf of the Investor with any securities regulatory authority in relation to the transactions contemplated by this Agreement.

[Rest of page intentionally blank]

A-13

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first written above.

TRANSBIOTEC, INC. By: ______________________________________ Name: Charles Bennington Title: President and Chief Operating Officer

A-14

PURCHASER’S SIGNATURE PAGE

(For Entity or Trust Investor)

IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be executed by its duly authorized representative on this _____ day of __________, 2016.

Name of Purchaser (Please Print):

State of Organization:

Tax I.D. Number:

Authorized Signature:

By:

Name:

Title:

Register the Debentures as follows (full name and address):

Phone:

Email:

Principal Amount of Debentures: $

Note: You must also complete the Accredited Investor Certificate attached as Schedule A

A-15

PURCHASER’S SIGNATURE PAGE

(For Individual Investor)

IN WITNESS WHEREOF, the Purchaser has executed this Agreement on this _____ day of __________, 2016.

Signature of Purchaser Print Full Name

Social Security Number

Register the Debentures as follows (full name and address):

Phone:

Email:

Principal Amount of Debentures: $

Note: You must also complete the Accredited Investor Certificate attached as Schedule A

A-14

SCHEDULE A

ACCREDITED INVESTOR CERTIFICATE The Investor hereby represents, warrants and certifies that the Investor qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act by satisfying the category or categories checked by the Investor below (initial each appropriate Category): ______ Category 1: A natural person who had an individual income in excess of $200,000 in

each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

______ Category 2: A natural person whose individual net worth, or joint net worth with that

person's spouse, on the date of purchase exceeds $1,000,000;

Note: For purposes of calculating "net worth" under this paragraph: (i) The person's primary residence shall not be included as an asset; (ii) Indebtedness that is secured by the person's primary residence, up to the

estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(iii) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

______ Category 3: An organization described in Section 501(c)(3) of the Internal Revenue

Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000;

______ Category 4: A bank as defined under Section (3)(a)(2) of the Securities Act or savings

and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of such Act; a small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if the plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement

A-15

Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

______ Category 5: A private business development company as defined in

Section 202(a)(22) of the Investment Advisers Act of 1940; ______ Category 6: A director or executive officer of the Company; ______ Category 7: A trust that (a) has total assets in excess of $5,000,000, (b) was not

formed for the specific purpose of acquiring the Securities and (c) is directed in its purchases of securities by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Securities as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act; or

______ Category 8: An entity in which all of the equity owners are accredited investors

satisfying one or more of the categories above.

[Rest of page intentionally blank]

A-16

EXHIBIT A

SCHEDULE OF INVESTORS

Name and Address of Lender

Principal Amount of Debenture

$

$

$

$

$

Total

$

A-17