Exhibit 10.1

SECURED LINE OF CREDIT AGREEMENT

THIS SECURED LINE OF CREDIT AGREEMENT (this “Agreement”), effective as of May 20, 2020, is by and between Global Clean Solutions, LLC, a Nevada limited liability company (hereinafter referred to as “BORROWER”), Edison Nation, Inc., a Nevada corporation (“GUARANTOR”) and PPE Brickell Supplies, LLC, a Florida limited liability company (“LENDER”).

WITNESSETH:

WHEREAS, in order for BORROWER to obtain funding for inventory purchase purposes, BORROWER desires to obtain the Loan (as defined hereunder) by entering into this Agreement; and

WHEREAS, as of the effective date hereof, BORROWER does not owe any amounts to LENDER outside of this Agreement; and

WHEREAS, LENDER is willing to provide the Loan to BORROWER upon the terms and conditions set forth herein; and

WHEREAS, to entice LENDER to enter into this Agreement, GUARANTOR is entering as a party into this Agreement and a Security Agreement herewith.

NOW, THEREFORE, in consideration of the mutual promises herein contained, BORROWER, GUARANTOR, and LENDER hereby agree as follows:

Article 1. Definition

1.1 As used herein, the following capitalized terms shall have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):

“Advance” means any amount advanced pursuant to Article 3.1 and evidenced by a Promissory Note in the amount advanced.

“Availability Period” means the period commencing on the date of execution hereof and ending on the date twelve (12) months thereafter, during which period BORROWER can request Advances of the Loan.

“Banking Day” means a day on which banks are open for business in Florida.

“Effective Date” means the effective date of this Agreement.

“Interest Rate” means 3% per annum.

“Promissory Note” means any and each promissory note of BORROWER payable to the order of LENDER, substantially in the form of Exhibit C attached hereto, or such other document or form attached thereto evidencing the aggregate indebtedness of BORROWER to LENDER resulting from any Advances made by LENDER hereunder.

“Suppliers” means any vendor providing inventory, supplies, or logistics to BORROWER in furtherance of manufacture and sell of BORROWER’s product.

Article 2. Loan Amount

2.1 Loan Amount: Subject to the terms and conditions of this Agreement, LENDER agrees to make available to BORROWER, a revolving credit loan in an aggregate principal amount at any one time outstanding not to exceed two million five hundred thousand dollars ($2,500,000.00) (hereinafter referred to as the “Loan”), subject to increase or decrease by agreement of LENDER and BORROWER. Within the limits of the amount of the Loan, subject to the terms and conditions of this Agreement, during the Availability Period BORROWER may use the Loan by borrowing, re-paying, prepaying in whole or in part, without premium or penalty, and reborrowing all or part of the Loan all in accordance with the terms and conditions hereof. The Loan and any accrued but unpaid interest thereon are the sole amounts owed to LENDER from BORROWER under this Agreement.

Article 3. Manner of Loan and Interest

3.1 Loan Advances: LENDER shall, during the Availability Period, subject to and upon the terms and conditions set forth in this Agreement and in reliance on the representations, warranties and covenants contained herein, make the Loan, or such portion thereof as is actually requested, available to BORROWER by making Advances of the Loan directly to BORROWER’S Suppliers when BORROWER desires to borrow such Advances. BORROWER shall give to LENDER a notice (via email) of drawing in the form attached hereto as Exhibit A, not less than three (3) Banking Days prior to the date of the requested Advance (the “Draw-Down Date”), specifying, among other things, the requested amount of the Advance, the date of such Advance (which in no event shall be later that the Loan Maturity Date) and the name of the bank or banks and account number or numbers to which such requested Advance shall be remitted. Such draw-down shall constitute LENDER’s fulfillment of the loan obligation incurred hereunder and such date of draw-down shall be deemed as the date of BORROWER’s receipt of the Advance constituting, as applicable, all or a portion of the Loan. LENDER shall provide to BORROWER notification (via email) confirming receipt of the notice of drawing promptly upon receipt of such notice in the form attached hereto as Exhibit B. Each Advance under this Agreement shall be evidenced by a Promissory Note substantially in form attached hereto as Exhibit C.

3.2 Interest: Interest shall accrue on the outstanding and unpaid balance of the principal at the Interest Rate (or Default Interest Rate (defined in Section 9.1 herein) if applicable) and shall be calculated on the basis of a 360-day year and paid for the actual number of days elapsed. On the last Banking Day of each year, BORROWER shall pay to LENDER any interest accrued and unpaid as of that date.

3.3 Withholding: LENDER shall bear any withholding tax on interest due and payable according to the laws of the United States of America (hereinafter referred to as the “Withholding Tax”).

Article 4. REPAYMENT; PREPAYMENT

4.1 Repayment: BORROWER shall repay to the order of LENDER the principal amount of the Loan, together with all accrued and unpaid interest thereon that has accrued on each Advance at the Interest Rate (and Default Interest Rate, if applicable) on the earlier of: (i) the Due Date as stated in each Promissory Note; or (ii) immediately, upon the declaration by LENDER pursuant to Article 8.1 that the Loan and any interest accrued thereon and all other amounts owing this Agreement are immediately due and payable.

4.2 Manner of Payment: All payments to be made by BORROWER to LENDER under this Agreement shall be made in United States Dollars, to such account as LENDER may specify in writing to BORROWER by wire transfer, in immediately available funds by no later than 4:00 p.m., Eastern time on the day due.

4.3 No Set-Off: All payments to be made by BORROWER under this Agreement shall be made free and clear of and without deduction for or on account of any set-off or counter-claim of any nature whatsoever, except for Withholding Tax. In the event that BORROWER is required to make any deduction or withholding from any repayment due hereunder, except for Withholding Tax, in respect of any present or future income or other taxes, levies, duties, charges or withholding of any nature whatsoever, BORROWER shall forthwith pay to LENDER such additional amount(s) as will result in the receipt by LENDER of the full amount which would otherwise have been receivable under the Loan had no such deduction or withholding been made.

4.4 Obligation Upon Default: Upon occurrence of any Event of Default as provided in Article 8 of this Agreement, LENDER’s obligation to make any Advances of the Loan hereunder shall terminate and LENDER may, at its option, declare that the outstanding balance of any or all Promissory Notes outstanding under the Loan shall become immediately due and payable together with interest accrued thereon.

4.5 Prepayment: Notwithstanding the provisions of the preceding articles, BORROWER may prepay all or any part of the unpaid balance of any outstanding Promissory Note under the Loan together with interest accrued thereon, up to and including the due date (as defined in that respective Promissory Note) of such Promissory Note, with no penalty.

Article 5. CONDITIONS PRECEDENT

5.1 Conditions Precedent: LENDER’s obligation to make any Advances of the Loan to BORROWER is subject to the fulfillment by BORROWER at its own expense of the following conditions in all respects to the satisfaction of LENDER:

(a) The representations and warranties contained in Article 6 shall be true and correct and complete on and as of the Draw-Down Date and there shall exist on such date no Event of Default (as set forth in Article 8 hereunder);

(b) Execution by BORROWER and GUARANTOR of the Security Agreement (as defined hereunder); and

(c) LENDER shall have received such additional certificates, documents, or information as they may require.

Article 6. REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Borrower: To induce LENDER to execute and deliver this Agreement and to make Advances of the Loan, BORROWER hereby represents and warrants to LENDER as follows:

(a) BORROWER is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business and is in good standing in all additional jurisdictions where such qualification is necessary under applicable laws. BORROWER has all requisite power and authority to conduct its business, to own its properties and to execute and deliver this Agreement and any other documents required hereunder to which BORROWER is a party and to perform its obligations hereunder and thereunder;

(b) The execution, delivery and performance by BORROWER of this Agreement and the consummation by BORROWER of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not and will not: (i) cause any material violation under any law presently in effect having applicability to BORROWER or its certificate of formation or limited liability company agreement of BORROWER; or (ii) conflict with or result in a breach of or constitute a default under, or result in the creation or imposition (or the obligation to create or impose) any mortgage, lien (statutory or otherwise), charge, hypothecation, security interest, pledge, assignment, claim or other right to possession or any other encumbrance of any nature whatsoever, upon any of the property of BORROWER pursuant to any indenture, mortgage, deed of trust, loan or credit agreement, financing lease or any other material agreement, lease or instrument to which BORROWER is a party or by which it or its properties may be bound of affected;

(c) This Agreement is, and each of the documents or instruments required to be delivered hereunder, when executed and delivered by BORROWER will be, the legal, valid and binding obligation of BORROWER enforceable against BORROWER in accordance with its terms, except as its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity); and

(d) No authorization, consent, approval, license, exemption of, or filing of registration with any person, entity or organization or judicial, administrative or governmental department, commission, board, bureau, agency, court, entity, forum, subdivision or instrumentality, domestic or foreign, is necessary for the valid execution, delivery or performance by BORROWER of this Agreement or of any other documents or instruments required to be delivered hereunder to which BORROWER is a party.

6.2 Representations and Warranties of Guarantor: To induce LENDER to execute and deliver this Agreement and to make Advances of the Loan, GUARANTOR hereby represents and warrants to LENDER as follows:

(a) GUARANTOR is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business and is in good standing in all additional jurisdictions where such qualification is necessary under applicable laws. GUARANTOR has all requisite power and authority to conduct its business, to own its properties and to execute and deliver this Agreement and any other documents required hereunder to which GUARANTOR is a party and to perform its obligations hereunder and thereunder;

(b) The execution, delivery and performance by GUARANTOR of this Agreement and the consummation by GUARANTOR of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not and will not: (i) cause any material violation under any law presently in effect having applicability to GUARANTOR or its certificate of incorporation or bylaws of GUARANTOR; or (ii) conflict with or result in a breach of or constitute a default under, or result in the creation or imposition (or the obligation to create or impose) any mortgage, lien (statutory or otherwise), charge, hypothecation, security interest, pledge, assignment, claim or other right to possession or any other encumbrance of any nature whatsoever, upon any of the property of GUARANTOR pursuant to any indenture, mortgage, deed of trust, loan or credit agreement, financing lease or any other material agreement, lease or instrument to which GUARANTOR is a party or by which it or its properties may be bound of affected; and

(c) This Agreement is, and each of the documents or instruments required to be delivered hereunder, when executed and delivered by GUARANTOR will be, the legal, valid and binding obligation of GUARANTOR enforceable against GUARANTOR in accordance with its terms, except as its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Article 7. Covenants

7.1 Financial Statements: BORROWER covenants and agrees that, until BORROWER has fully performed any and all obligations and liabilities of BORROWER hereunder, BORROWER shall furnish LENDER upon request by LENDER with a copy of its annual financial statements, and such other financial information as LENDER may reasonably request. The foregoing obligation shall not be deemed to alter, diminish or waive any obligation of BORROWER to provide financial information to LENDER pursuant to BORROWER’S limited liability company agreement or any other agreement between BORROWER and LENDER. In addition to the foregoing information, upon request by LENDER, BORROWER shall provide to LENDER a sales report, in a form agreeable to LENDER outlining the sales made that day, the purchaser, and any other information the LENDER may reasonable deem prudent to have in each report.

7.2 Use of Proceeds: The proceeds of the Loan shall be used by BORROWER solely for the purchase of inventory and related shipping expenses.

7.3 Non-Subordination: LENDER and BORROWER agree that BORROWER will not, without LENDER’s advance written approval, enter into any agreement pursuant to which repayment of the Loan under this Agreement would be subordinated to any third party.

7.4 Change in Law: In the event that the applicable laws or regulation or any changes therein or in the interpretation thereof by a governmental authority charged with the administration thereof shall impose any reserve requirements or any other conditions against the Loan which LENDER shall borrow from a bank or banks for the performance of this Agreement, and the result of any of the foregoing is or would be to increase LENDER’s cost of making or maintaining the Loan, then such additional cost shall be immediately due and payable to LENDER.

Article 8. Events of Default; APPLICATION OF PROCEEDS

8.1 Events of Default: Upon occurrence of any of the following events of default (each, an “Event of Default”) LENDER may, at its option, declare any Promissory Note issued under the Loan and any interest accrued thereon and all other amounts owing under this Agreement immediately due and payable:

(a) Failure of BORROWER to make prompt repayment of any Promissory Note under the Loan and payment of any interest accrued thereon pursuant to this Agreement by the due date and such default is not remedied within ten (10) Business Days after written notice thereof to BORROWER from LENDER. Any event which causes, or which, at the option of another party may cause, the acceleration of the maturity of any indebtedness of BORROWER to any other party, and such default is not remedied within ten (10) Business Days after written notice thereof to BORROWER from LENDER.

(b) Any representation or warranty made by BORROWER in this Agreement or made by BORROWER (or any of its representatives) in any certificate, agreement or instrument made or delivered pursuant to this Agreement proves to have been untrue or misleading in any material respect, or to have omitted to state any fact or furnish anything necessary to make such representation and warranty not misleading at such time in light of the circumstances under which it was made, when made or is breached and such default is not remedied within thirty (30) Calendar Days after written notice thereof to BORROWER from LENDER.;

(c) Default in the performance of any of BORROWER’s covenants herein set forth (but not constituting an Event of Default under any of the preceding paragraphs of this Article), and such default is not remedied within ten (10) Business Days after written notice thereof to BORROWER from LENDER;

(d) The commencement by or against BORROWER of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation, assignment for the benefit of creditors, or similar proceeding of any jurisdiction relating to BORROWER or its debts which remains undismissed, undischarged or unbound for a period of thirty (30) Calendar Days; or

(e) Any material portion of BORROWER’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) Business Days.

Upon such declaration by LENDER that an uncured event of Default has occurred pursuant to this Section 8.1, the Loan and any interest accrued thereon and all other amounts owing under this Agreement are immediately due and payable, the same shall as damages for loss of a bargain and not as a penalty become and be immediately due and payable by BORROWER to LENDER without presentment, demand, protest or other notice of any kind (all of which are hereby waived by BORROWER) and shall bear interest from the date the LOAN becomes or is declared due until paid at the Default Interest Rate set forth in Article 9.1 below.

8.2 Application of Proceeds: From and after the date on which LENDER has taken any action pursuant to Article 8.1 and until all indebtedness and other obligations of BORROWER hereunder have been paid or otherwise satisfied in full, any and all proceeds received by LENDER from the exercise of any remedy by LENDER, shall be applied as follows:

(a) first, to reimburse LENDER for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ fees and legal expenses, incurred by LENDER in connection with collection of any indebtedness or other obligations of BORROWER under this Agreement;

(b) second, to the repayment of all indebtedness then due and unpaid of BORROWER to LENDER incurred under this Agreement, whether of principal, interest, fees, expenses or otherwise, all in such manner as LENDER may determine in their discretion; and

(c) the balance, if any, as required by applicable law.

8.3 Penalty Upon Event of Default. Without limiting any other remedies or rights available to LENDER under this Agreement or by law, upon any Event of Default in Section 8.1 herein, any and all amounts due to LENDER by BORROWER at the time of the Event of Default, including any accrued and unpaid interest, shall be increased by forty percent (40%).

Article 9. Interest after Default

9.1 Default Interest Rate: If BORROWER shall fail to pay any sum (of principal, interest or otherwise) when due, then BORROWER shall pay interest on such unpaid sum from such due date up to the date of actual payment in full at the rate of five percent (5%) per annum above the Interest Rate (the “Default Interest Rate”) from and including the due date to the date of actual repayment, on demand of LENDER; provided, however, the rate of interest on such amount shall not exceed that amount permitted by applicable law. The payment of such interest after default shall not affect any of LENDER’s rights or remedies available to LENDER under this Agreement, any related agreement, or under the law.

Article 10. SECURITY AGREEMENT

10.1 Security: The obligations of BORROWER under this Agreement for the Loan are secured pursuant to a Security Agreement, dated as of even date herewith, between BORROWER, GUARANTOR, and LENDER (the “Security Agreement”) that is attached hereto as Exhibit [D].

Article 11. Miscellaneous

11.1 Dissolution of BORROWER: In the event of a dissolution or liquidation of BORROWER, while any amount of the Loan, any interest thereon or any other obligations under this Agreement are outstanding (collectively, the “Obligations”), whether such dissolution occurs in connection with the exercise of remedies by LENDER pursuant to Article 8.1 or otherwise, LENDER shall have the right to receive any and all distributions of any assets of BORROWER resulting from such liquidation and/or dissolution until all Obligations owed to LENDER have been satisfied in full, before any distributions of any assets of BORROWER may be made to its members. Any distributions made in connection with the Obligations shall not off-set any other distributions due to LENDER under any other agreement.

11.2 Assignment by LENDER or BORROWER: None of the Parties shall assign or transfer all or any part of its rights and obligations under this Agreement without prior written consent of the other Parties.

11.3 No Waiver: No delay or failure of LENDER in exercising any right, power or remedy hereunder or thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude other or further exercise thereof or the exercise of any other right, power or remedy.

11.4 Amendment: No oral explanation or oral information by any of the parties hereto shall alter the meaning or interpretation of this Agreement. No modification, alteration, addition or change in terms thereof shall be binding on either party hereto unless reduced to writing and executed by the duly authorized representative of each party.

11.5 Governing Law; Venue: The validity, construction and performance of this Agreement shall be governed by and in accordance with the laws of the State of Nevada without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of Nevada. The parties agree that any action brought by either party regarding this Agreement or relating to any performance or obligation under this Agreement shall be brought and pursued only in state or federal courts located in Nevada. BORROWER hereby consents to the personal jurisdiction of such state or federal courts and hereby waives any objection to such venue and personal jurisdiction.

11.6 Entire Agreement: This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior expressions of intent or understanding, whether oral or written, with respect to the transaction contemplated hereby.

11.7 Waiver of Conflict: As of the Effective Date hereof, LENDER is also a member of BORROWER. The disinterested managers of BORROWER agree that with respect to this Agreement and any transactions contemplated by this Agreement, no conflict of interests, breach of a duty of any duty of loyalty or other fiduciary responsibilities exist (together “Conflicts”). In that event that it is found that any conflicts exist, the disinterested managers of BORROWER agree that entrance of this Agreement is necessary and in the best interests of the BORROWER and hereby waive any Conflict.

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[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Secured Line of Credit Agreement to be executed in duplicate by their duly authorized representatives, effective as of the date first above written.

SIGNATURE PAGE TO SECURED LINE OF CREDIT AGREEMENT

(EXHIBIT A)

To: PPE Brickell Supplies, LLC.

Email:

Attention: Matthew Pantofel

Re: Secured Line of Credit Agreement between PPE Brickell Supplies, LLC (“Lender”)

and Global Clean Solutions, LLC (“Borrower”)

effective as of May 20, 2020 (the “Agreement”)

Borrower gives you notice that it wants to make a drawdown under the Agreement. The details of the drawdown are as follows:

Please remit _________for value _________to our account as follows:

Yours faithfully,

EXHIBIT TO LINE OF CREDIT AGREEMENT

(EXHIBIT B)

Please be advised that the terms of the Advance have been agreed as follows.

Principal Amount:

Please remit all payments of principal and interest to following account:

EXHIBIT TO LINE OF CREDIT AGREEMENT

Exhibit 1

FORM OF PROMISSORY NOTE

Principal Amount $___________

Issue Date:

Global Clean Solutions, LLC, a Nevada limited liability company (hereinafter referred to as “Borrower”) for value received, promises to pay to the order of PPE Brickell Supplies, LLC, a Florida limited liability company and their respective successors and assigns (“Lender”), at , or at such other place as Lender may designate, $___________________ as an Advance (as defined below) pursuant to that certain Secured Line of Credit Agreement effective as of May 20, 2020, and in connection with the notice of Advance attached hereto between Lender and Borrower (the “Agreement”). Any capitalized term not specifically defined herein, has the same definition as supplied in the Agreement.

The unpaid principal amount of this Promissory Note (the “Note”) shall bear interest from the date the funds hereunder are distributed to Borrower until repaid, in full, at the Interest Rate as defined and set forth in the Agreement. After the Maturity Date (as defined below), whether maturity occurs by acceleration, demand or otherwise, the accrued interest and principal shall be payable immediately. Any principal or interest which remains unpaid when due shall thereafter accrue interest at the rate set forth in Article 9.1 of the Agreement.

Maturity Date. Any principal and accrued but unpaid interest under this Note shall be due (the “Maturity Date”) upon the earlier of (i) within three (3) Banking Days after payment is received by the Borrower for the order fulfilled by the Advance evidenced by this Note, with any partial payments being applied pro-rata to amounts due hereunder and the rest of the balance remaining outstanding being subject to (ii) or (iii) of this section; (ii) any other default under Section 8.1(a) of the Agreement; or (iii) six (6) months from the receipt of the Advance evidenced by this Note by the Borrower from the Lender. Lender may, in its sole discretion, extend the Maturity Date of this Note via written communication to the Borrower detailing the terms of the extension.

In the event of default under section 8.1(a) of the Agreement, the Lender shall have the right to convert all immediately due and payable principal and interest into shares of common stock of Edison Nation, Inc. (“Guarantor”) subject to the terms and conditions of that certain Security Agreement (the “Security Agreement”) between Lender and Guarantor.

Notwithstanding anything to the contrary or otherwise limiting any remedy in Security Agreement, the conversion of principal and interest shall be upon the following terms:

(a) Calculation of Conversion Price. Subject to the adjustments described herein, the conversion price (the “Conversion Price”) shall equal $2.05 (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Guarantor relating to the Guarantor’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. The Guarantor shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Lender shall be entitled to add to the principal amount of the Note $750.00 for each conversion to cover Lender’s deposit fees associated with each Notice of Conversion.

(b) The number of shares of Common Stock issuable upon the conversion of the portion of this Note shall not result in beneficial ownership by the Lender and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Lender.

(c) Upon conversion of any amounts due under this Note, Lender shall not sell more than twenty percent (20%) of the average volume of the Guarantor’s shares for previous ten (10) trading days prior to conversion.

(d) True-Up. On the date that is twenty (20) Trading Days (a “True-Up Date”) from each date that the Shares are delivered by Guarantor to Lender, there shall be a true-up where Guarantor shall deliver to Lender additional shares (“True-Up Shares”) if the net proceeds (i.e. net of transaction fees, expenses, costs, etc.) from the sale of the Shares by Lender is less than the amount due under the conversion. In such event, Borrower shall deliver to Lender within three (3) Trading Days of the True-Up Date (the “True-Up Share Delivery Date”) a number of True-Up Shares equal to the difference between the amount due under the conversion notice and the proceeds actually realized from the sale of the Shares issued thereunder. For the avoidance of doubt, if the Redemption Conversion Price as of the True-Up Date is higher than the Redemption Conversion Price set forth in the applicable Redemption Notice, then Borrower shall have no obligation to deliver True-Up Shares to Lender, nor shall Lender have any obligation to return any excess Redemption Conversion Shares to Borrower under any circumstance. For the convenience of Borrower only, Lender may, in its sole discretion, deliver to Borrower a notice informing Borrower of the number of True-Up Shares it is obligated to deliver to Lender as of any given True-Up Date, provided that if Lender does not deliver any such notice, Borrower shall not be relieved of its obligation to deliver True-Up Shares pursuant to this Section. Notwithstanding the foregoing, if Borrower fails to deliver any required True-Up Shares on or before any applicable True-Up Share Delivery Date, then in such event the Outstanding Balance of this Note will automatically increase by $2,000 per day until the True-Up shares are delivered (under Lender’s and Borrower’s expectations that any such increase will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).

Payments of both principal and interest shall be made in lawful money of the United States of America in immediately available funds.

Borrower waives presentment, demand, notice of dishonor and nonpayment or protest to this Note and all defenses on the ground of any extension of time or renewal.

This Note is made under and governed by the laws of the State of Nevada.

IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note to be executed in duplicate by their duly authorized representatives, effective as of the date first above written

Exhibit 10.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the “Security Agreement”) is entered into May 20, 2020, in connection with the Secured Line of Credit Security Agreement, by and between Global Clean Solutions, LLC, a Nevada limited liability company (the “Borrower”), Edison Nation, Inc., a Nevada corporation (“Guarantor”), and PPE Brickell Supplies, LLC, a Florida limited liability company (“Secured Party”).

RECITALS

A. The Borrower has entered into a Secured Line of Credit with the Secured Party (the “Loan”) in the principal amount of up to TWO MILLION FIVE-HUNDRED THOUSAND Dollars ($2,500,000.00) dated on or about the date hereof the parties are entering this Security Agreement.

B. The Guarantor has an interest in the Borrower and as security for Borrower’s repayment obligations under the Loan, the Guarantor agrees to grant Secured Party a security interest in the Collateral described below.

C. This Security Agreement together with the Loan and all documents referenced therein (including any and all Promissory Notes), or executed in connection herewith shall collectively be referred to herein as the “Loan Documents.”

NOW, THEREFORE, to that end and in consideration of the premises, and covenants set forth below, and the mutual benefits to be derived from this Security Agreement, and other good and valuable consideration, the parties hereto agree as follows:

1. Security Interest. To secure the “Obligations” (as defined below), the Guarantor grants to Secured Party a security interest in all right, title, and interest to shares of common stock of the Guarantor, the amount of which is determined by the conversion price calculation in each respective Promissory Note (each a “Note”) issued under the Loan (hereinafter, collectively, the “Collateral”).

2. Obligation. The security interest granted hereunder is given as security for the payment and performance of all indebtedness and obligations owed by the Borrower to Secured Party, whether now existing or hereafter incurred, under or in connection with or evidenced by the Loan, the Promissory Notes, and/or this Security Agreement, together with all extensions, modifications, or renewals of any of the foregoing, including, without limitation, all unpaid principal amounts, all interest accrued thereon, all fees and all other amounts payable by the Borrower to Secured Party thereunder or in connection therewith (hereinafter referred to, collectively, as the “Obligations”)

3. Authority. The Guarantor warrants that Guarantor is authorized to enter into this Security Agreement with Secured Party and has requisite authority to consummate the transactions contemplated herein.

4. Reservation of Shares. To ensure adequate capitalization to perform its Obligations hereunder, Guarantor shall reserve 1,800,000 common shares of the Guarantor by executing the Letter of Instruction to Guarantor’s Transfer Agent, attached hereto as Exhibit A.

5. Default. Each of the following shall constitute an event of default (“Event of Default”) under this Security Agreement:

(a) Representations and Warranties. If any of the representations and warranties made by the Guarantor herein, or by the Guarantor in any of the Loan Documents shall be false or misleading in any material respect when made;

(b) Covenants. If the Guarantor shall be in material default under any of the terms, covenants, conditions, or obligations of this Security Agreement or any of the Loan Documents and such default shall not have been cured within ten (10) Banking Days of the Guarantor’s receipt of Secured Party’s written notice of default;

(c) Failure to Timely File Reports. Without in any way limiting the Secured Party’s right to pursue other remedies including actual damages and/or equitable relief, the parties agree that if the Guarantor fails to file any of its obligated reports, filings, or disclosures under the Securities Exchange Act of 1934, or any other required filing, the absence of which would make the Guarantor’s securities ineligible for an exemption under Rule 144, a $2,000.00 default penalty shall be added to the principal of outstanding on any Promissory Note for each calendar day that the Guarantor is late in making such filing; or

(d) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Secured Party’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the common stock issuable upon conversion of any Note is not delivered by the deadline as stated in each respective Note due to action and/or inaction of the Guarantor, the Guarantor shall pay to the Secured Party $2,000.00 per calendar day in cash, for each calendar day beyond the deadline that the Guarantor fails to deliver such common stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Guarantor to effect delivery of such Common Stock. Such cash amount shall be paid to Secured Party by the fifth (5^th) day of the month following the month in which it has accrued or, at the option of the Secured Party (by written notice to the Guarantor by the first (1^st) day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of each Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of each Note. The Guarantor agrees that the right to convert is a valuable right to the Secured Party. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to quantify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Security Agreement are justified.

(e) Scope of Default. Any Event of Default under this Security Agreement is separate and specific to this Security Agreement and does not otherwise affect or impact any default under any other document or agreement between the parties unless specifically referenced therein.

6. Remedies. In addition to any remedies specifically included in Section 5 herein, Secured Party shall have any other remedy available to it under law or any of the other Loan Documents.

7. General. The waiver by Secured Party of any breach of any provision of this Security Agreement or warranty or representation herein set forth will not be construed as a waiver of any subsequent breach. The failure to exercise any right hereunder by Secured Party will not operate as a waiver of such right. All rights and remedies herein provided are cumulative. The Guarantor may not assign its rights or delegate its duties hereunder without Secured Party’s written consent. Any provision hereof found to be invalid will not invalidate the remainder. All words used herein will be construed to be of such gender and number as the circumstances require. This Security Agreement binds the Guarantor and their successors and assigns, and inures to the benefit of Secured Party and its successors and assigns. This Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same Security Agreement.

8. Choice of Law, Venue, Jury Trial Waiver. Except as otherwise and specifically provided herein or as otherwise specifically prohibited by applicable law, Nevada law governs this Security Agreement and the Loan Documents without regard to principles of conflicts of law. The parties each submit to the exclusive jurisdiction of the State and Federal courts of Nevada; provided, however, that nothing in this Security Agreement shall be deemed to operate to preclude Secured Party from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations if permitted by this Security Agreement, or to enforce a judgment or other court order in favor of Secured Party.

9. Modification; Waiver. None of the terms or provisions of this Security Agreement may be changed, waived, modified, discharged, or terminated except by instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge, or termination is asserted. None of the terms or provisions of this Security Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.

10. Joint and Several Applicability. Both the Borrower and Guarantor are agreeing to the terms of this Security Agreement. Any Obligation or requirement herein applies to both the Borrower and Guarantor. To be clear, the Obligations of the Borrower and Guarantor will be joint and several. Any remedy available under this Security Agreement or the Loan, or any other related transaction document shall be available against either Borrower or Guarantor.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND SECURED PARTY EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS SECURITY AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS SECURITY AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL AND BY ITS EXECUTION OF THIS SECURITY AGREEMENT CONFIRMS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL.

[THIS SECTION INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the date first written above.

[SIGNATURE PAGE TO SECURITY AGREEMENT]

EXHIBIT A

Edison Nation, Inc.

1 West Broad Street, Suite 1004

Bethlehem, PA 18018

May 20, 2020

Nevada Agency and Transfer Company

50 West Liberty Street, Suite 880

Reno, Nevada 89501

Ladies and Gentlemen:

Edison Nation, Inc., a Nevada corporation (the “Company”) and PPE Brickell Supplies, LLC., a Florida limited liability company (“Secured Party”) have entered into a Security Agreement dated on or about May 20, 2020 (the “Security Agreement”) providing a security interest in shares of the Company for repayment of Promissory Notes (the “Notes”) issued by Global Clean Solutions, LLC, a Nevada limited liability company to Secured Party.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“shares”) of the Company to Secured Party (initially, 1,800,000 shares) for issuance upon full conversion of the Notes in accordance with the terms thereof. The number of shares so reserved may be increased, from time to time, by the Secured Party or the Company.

Pursuant to the Security Agreement, and the Notes, the ability to convert the Notes in a timely manner is a material obligation of the Company. Provided you are acting as Transfer Agent at the time and provided no single issuance is greater than 4.99% of the issued and outstanding shares of the Company, your firm is hereby irrevocably authorized and instructed to within three (3) trading days issue shares of common stock of the Company to the Secured Party without any further action or confirmation by the Company upon your receipt from the Secured Party of: (i) a notice of conversion (“Notice”) executed by the Secured Party, (ii) an opinion of counsel of the Secured Party confirming that the shares may be issued upon conversion of the Note without any transfer restrictions pursuant to the exemption provided by Rule 144 (or any other available exemption) under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) copies of all supporting Rule 144 documentation (including a Seller’s Representation Letter). A copy of the Notice must be sent via email to the Company at the same time it is sent to you. Such shares should be issued, at the option of the Secured Party as specified in the Notice either (i) electronically by crediting the account of a Prime Broker with the Depository Trust Company through its Deposit Withdrawal at Custodian (“DWAC”) system provided the Secured Party causes its broker or bank to initiate a DWAC deposit or (ii) in certificated form without any restrictive legend which would restrict the transfer of the shares, provided however that if such shares are not able to be sold under Rule 144 or any other exemption under the Securities Act, then the issued certificates for such shares shall bear the following restrictive legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Copies of the executed Notice, the opinion of Secured Party’s counsel and any supporting documentation will be sent to authorized officers of the Company by the Secured Party via email at the time of the issuance of the shares.

The shares shall remain in the created reserve with the Transfer Agent until counsel to the Secured Party and an authorized officer of the Company provides written instructions to the Transfer Agent that the shares or any part of them shall be taken out of the reserve and shall no longer be subject to the terms of these instructions. The shares of common stock of the Company to be issued to the Secured Party’s pursuant to a Notice shall be issued from the created reserve.

The Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard and without liability on the advice of counsel, including counsel selected by you.

The Board of Directors of the Company has approved these irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.

The Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions herein, within five (5) business days.

The Secured Party is intended to be and is a third-party beneficiary hereof, and no amendment or modification to the instructions set forth herein may be made without the consent of the Secured Party.

Exhibit 10.3

AGREEMENT AND PLAN OF SHARE EXCHANGE

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is entered into as of this 20th day of May, 2020 between EDISON NATION, INC., a Nevada corporation, whose address is 1 West Broad Street, Suite 1004, Bethlehem, PA 18018 (hereinafter the “BUYER” or the “COMPANY”) and PPE BRICKELL SUPPEIES, LLC (“PPE”), a Florida limited liability company, whose address is 45 SW 9^th Street, Suite 1603, Miami, FL 33130 and GRAPHENE HOLDINGS, LLC (“GRAPHENE”), a Wyoming limited liability company, whose address is 1910 Thomes Ave., Cheyenne, WY 82001, (hereinafter, collectively the “SELLERS”).

RECITALS

A. WHEREAS, BUYER desires to acquire 50% of the issued and outstanding membership units (the “UNITS”) of Global Clean Solutions, LLC (hereinafter “GLOBAL”), a Nevada limited liability company, through a share exchange; and

B. WHEREAS, as of the date of this Agreement, GLOBAL has 100 UNITS issued and outstanding; and

C. WHEREAS, PPE and GRAPHENE each own 50 UNITS of GLOBAL; and

D. WHEREAS, PPE and GRAPHENE are the only members of GLOBAL; and

E. WHEREAS, on May 20, 2020 the Board of Directors of the BUYER approved the entry of the COMPANY into definitive documents to purchase the UNITS from the SELLERS; and

F. WHEREAS, the members(s) of GLOBAL have voted as of May 20, 2020 to exchange 50 UNITS of GLOBAL for 300,000 shares of restricted common stock (hereinafter the “SHARES”) of the COMPANY; and

G. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties and covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BUYER and SELLERS agree as follows:

1. EXCHANGE AND ADDITIONAL REQUIREMENTS: The COMPANY hereby agrees to issue 300,000 SHARES to the SELLERS (250,000 SHARES to PPE and 50,000 SHARES to GRAPHENE (pursuant to the terms of Section 11 below) and the SELLERS agree to deliver 50 UNITS (25 UNITS from PPE and 25 UNITS from GRAPHENE) to the BUYER.

2. REVENUE TARGETS: ADDITIONAL SHARES. The COMPANY hereby agrees to issue up to an additional 425,000 SHARES to the SELLERS contingent upon the following:

(a) PPE: In the event that GLOBAL’s total confirmed orders equal or exceed $10M, PPE shall receive an additional 100,000 SHARES.

(b). In the event that GLOBAL’s total confirmed orders equal or exceed $25M, PPE shall receive an additional 125,000 SHARES.

(c) GRAPHENE: In the event that GLOBAL’s total confirmed orders equal or exceed $1M, GRAPHENE shall receive an additional 200,000 SHARES.

2. SURRENDER OF GLOBAL UNITS AND ISSUANCE OF THE COMPANY’S SHARES. SELLERS will use their best efforts to surrender the UNITS by May 20, 2020 and the COMPANY shall use its best efforts to issue COMPANY SHARES for such GLOBAL UNITS on May 20, 2020.

3. RELEASE BY THE COMPANY. The COMPANY hereby releases and discharges the SELLERS, their affiliates, agents and advisors (the “Released Parties”) from any and all claims, demands, suits, actions, causes of action, contracts, debts, sums of money, commissions, damages and rights whatsoever at law or in equity, now existing or that may hereafter accrue in favor of the COMPANY against any of the Released Parties relating to or arising out of or in connection with any facts or circumstances, relating to the SELLERS and GLOBAL that existed prior to or on the date of this Agreement, whether know to the SELLERS or unknown, other than any claim arising under this Agreement.

4. INDEMNITY BY THE SELLERS OF THE COMPANY. The SELLERS shall indemnify and hold harmless the COMPANY, its directors, officers, agents, accountants, attorneys and representatives from and against any losses arising out of, resulting from, or relating to or in connection with this Agreement, a breach hereof of any provision, representation or warranty made herein by the SELLERS.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The SELLERS hereby represent and warrant to the COMPANY as follows:

(a) The members delivering the UNITS to the COMPANY have good title to such UNITS. Such UNITS when delivered, shall constitute 50% of the issued and outstanding UNITS of GLOBAL. All of the membership units to be delivered to the COMPANY shall have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding (i) securities of GLOBAL convertible into or exchangeable for any UNITS or other security or asset in GLOBAL; (ii) options, warrants or other rights to purchase or subscribe to securities of GLOBAL; or (iii) contracts or understandings or arrangements not made known in writing to the COMPANY by the SELLERS or GLOBAL; and

(b) The SELLERS have full power, authority and legal right to enter into and perform this Agreement. GLOBAL is a limited liability company formed under the laws of the State of Nevada. This Agreement is a valid and binding obligation of the SELLERS and the share exchange contemplated by this Agreement has been fully authorized by the vote of the majority holders of GLOBAL UNITS; and

(c) The SELLER’s execution, delivery and performance under this Agreement does not and will not result in the creation or imposition of any lien on the UNITS to be exchanged, violate any provision of GLOBAL’s Articles of Organization or operating agreement or require the consent of any third party or governmental entity; and

(d) There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or threatened against GLOBAL that has not been disclosed to the COMPANY in writing.

(e) GLOBAL holds good title to all its property and there are no liens or claims against or threatened against such property that has not been disclosed by the SELLERS to the COMPANY in writing; and

6. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The COMPANY hereby represents and warrants to the SELLERS as follows:

(a) The COMPANY has full power and authority to enter into and perform this Agreement. The COMPANY is a corporation organized and existing under the laws of the State of Nevada and is in full compliance with the laws of that State. This Agreement is a valid and binding obligation of the COMPANY and the share exchange contemplated by this Agreement has been fully authorized by the Board of Directors of the COMPANY; and

(b) All of the SHARES to be delivered to the UNIT holders of GLOBAL in return for the GLOBAL UNITS shall have been duly authorized and validly issued, fully paid and non-assessable when delivered; and

(c) The COMPANY’s execution, delivery and performance under this Agreement does not and will not result in the creation or imposition of any lien on the COMPANY’s SHARES to be exchanged, violate any provision of the COMPANY’s Articles of Incorporation or By Laws or require the consent of any third party or governmental entity; and

(d) There is no action, suit, proceeding, claim or investigation by and person, entity, administrative agency or governmental body pending or threatened against the COMPANY that has not been disclosed to the SELLERS in writing.

7. NOTICE. Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below and personally delivered, mailed by certified or registered first class mail or sent by recognized overnight carrier. Each party may change its address by notifying the other party in writing:

EDISON NATION, INC.:

Chris Ferguson, President

EDISON NATION, INC.

1 West Broad St.

Suite 1004

Bethlehem, PA 18018

PPE BRICKELL SUPPEIES, LLC:

Matthew Pantofel, Managing Member

PPE BRICKELL SUPPEIES, LLC

45 SW 9^th Street

Suite 1603

Miami, FL 33130

GRAPHENE HOLDINGS, LLC:

Brian McFadden, Managing Member

GRAPHENE HOLDINGS, LLC

1910 Thomes Ave.

Cheyenne, WY 82001

8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements contained in this Agreement shall survive the exchange of common stock contemplated hereby. The parties have made no representations or warranties or agreements except those expressly contained in this Agreement.

9. CLOSING. The Closing Date shall be set for May 20, 2020 to be facilitated electronically.

10. MANAGING MEMBER. At Closing, the Board of Managers of GLOBAL shall be determined by the the Amended Operating Agreement (the “AOA”) of GLOBAL dated May 20, 2020. The COMPANY shall be entitled to two (2) managers on the Board of Managers of GLOBAL.

11. ACTION TO BE COMPLETED BY THE COMPANY AT CLOSING. The following action is to be performed by the COMPANY at Closing:

(a) The COMPANY shall issue a total of 300,000 SHARES to the SELLERS as follows:

(i) The COMPANY shall issue a total of 250,000 SHARES to PPE on May 20, 2020; and

(ii) The COMPANY shall issue a total of 50,000 SHARES to GRAPHENE on May 20, 2020.

12. ACTION TO BE COMPLETED BY THE SELLERS AT CLOSING. The following action is to be performed by the SELLERS at Closing:

(a) PPE and GRAPHENE shall take all actions necessary to amend GLOBAL’s membership records to memorialize transfer of the UNITS to COMPANY and admit COMPANY as a Member.

13. ENTIRE AGREEMENT. This Agreement constitutes the exclusive statement of the agreement between the COMPANY and the SELLERS concerning the subject matter hereof and supersedes all other prior agreements, if any, concerning the subject matter. Each party further agrees that each has been allowed a full opportunity to inquire into the business and operations of the entities whose shares will be exchanged and that such inquiry has satisfied each concerning the agreements, representations and warranties contained herein.

14. MODIFICATION. No modification or waiver of any provision of this Agreement shall be enforceable unless made in a written instrument signed by all the parties to this Agreement.

15. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the COMPANY and the SELLERS and their respective successors and assigns.

16. NO PARTNERSHIP CREATED. It is not the intention or purpose of either of the parties to this Agreement to create, and it shall not be construed as creating, a joint venture, partnership or any type of association. No party hereto is authorized to act as agent or principal for each other with respect to any matter relating or pertaining to this Agreement.

17. NO CONSTRUCTION AGAINST DRAFTER. This Agreement is being entered into between competent entities, experienced in business and familiar with legal documents and rights and responsibilities. Therefore, any language which may be deemed to be ambiguous in this Agreement shall not necessarily be construed against any particular party as the drafter of such language.

18. JURISDICTION AND VENUE. Any action which relates to the provisions of this Agreement shall be brought solely in a state or federal court located in the then county which contains Nevada and all objections to personal jurisdiction and venue in any such action are hereby waived. The parties waive personal service of any and all process and consent that all such service of process shall be made by U.S Mail to the address shown with respect to each party to this Agreement.

19. COUNTERPARTS. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A facsimile, electronic copy or other copy of a signature shall be considered an original.

20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Nevada.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan of Share Exchange as of the date set forth above.

Exhibit 10.4

Privileged & Confidential

Global Clean Solutions LLC

A Nevada Limited Liability Company

AMENDED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of May 20, 2020

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

AMENDED LIMITED LIABILITY COMPANY AGREEMENT OF

GLOBAL CLEAN SOLUTIONS, LLC

AMENDED LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL CLEAN SOLUTIONS, LLC

This Amended Limited Liability Company Agreement (this “Agreement”) of Global Clean Solutions, LLC (the “Company”), dated as of May 20, 2020 (the “Effective Date”), is adopted by, and executed and agreed to, for good and valuable consideration, by the undersigned Members in order to set forth their agreement as to the operation and governance of the Company.

RECITALS

WHEREAS, the original Members formed the Company on May 13, 2020 pursuant to the execution and filing of the Certificate of Formation with the office of the Secretary of State of the State of Nevada;

WHEREAS, the Limited Liability Company Operating Agreement was entered into by the original Members as of May 13, 2020;

WHEREAS, on May 20, 2020 the original Members and Managers, by Action by Unanimous Written Consent of the Board of Managers of the Company entered into i) the Exchange Agreement and (ii) those other documents, certificates, instruments, and agreements (‘Transaction Documents”);

WHEREAS, pursuant to the Transaction Documents, this Amended Limited Liability Company Operating Agreement is being entered into by the original Members and the additional Member, Edison Nation, Inc.

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company will be consummating the transactions set forth therein; and

WHEREAS, the parties hereto wish to provide for management of the Company and set forth their respective rights and obligations as Members generally.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“Act” means the Nevada Revised Statutes (NRS) Title 7, Chapter 86, Nevada’s Limited Liability Company Act and any successor statute, as amended from time to time.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, (i) owns ten percent (10%) or more of the legal, beneficial or economic interests in such Person; (ii) is in control of, controls, is controlled by, or is under common control with, such Person; (iii) is a director or officer of such Person or of an Affiliate of such Person; or (iv) is the spouse, child or parent of such Person or of an Affiliate of such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Agreement” has the meaning given that term in the introductory paragraph.

“Available Cash” means cash available to the Company after taking into account such funds or reserves as a majority of the Board of Managers (“Majority”) deems reasonably necessary with respect to the reasonable anticipated business needs of the Company, which shall include (but not by way of limitation) the payment or the making of provision for current operating expenses, the payment when due of Company obligations, capital expenditures or improvements and any other expenses or obligations.

“Board” has the meaning set forth in Section 5.1.

“Capital Account” has the meaning set forth in Section 3.9.1.

“Capital Contribution” means the aggregate contribution by a Member to the capital of the Company.

“Capital Transaction” means any transaction not in the ordinary course of business which results in the Company’s receipt of cash or other consideration other than Capital Contributions, including without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, Sale of the Company, exclusive licensing of technology, financing, refinancing, condemnations, recoveries of damage awards, and insurance proceeds.

“Cash Available for Distribution” means, at any given time, Available Cash less the Required Debt Payment.

“Certificate” has the meaning set forth in Section 2.1.

“Class A Units” means any unit designated as such on Exhibit A, attached hereto.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Confidential Information” has the meaning set forth in Article VI.

“Company” means Global Clean Solutions LLC, a Nevada limited liability company. “Company Election Period” has the meaning set forth in Section 10.3.1.

“Company Minimum Gain” has the same meaning as the term “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Company Notice” has the meaning set forth in Section 10.3.2.

“Distribution” means a distribution made by the Company to a Member, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided that none of the following shall be a Distribution: (i) any redemption or repurchase by the Company of any Units, (ii) any recapitalization or exchange of Units of the Company, (iii) any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, or (iv) any fees or remuneration paid to any Member in such Member’s capacity as an employee, officer, consultant or other provider of services to the Company.

“Distribution Threshold” means the amount designated in an Incentive Unit Grant Agreement as being the distribution threshold for such Units for purposes of Section 3.7 herein and to ensure conformity with a “profits interest” within the meaning of Revenue Procedure 93- 27 and Revenue Procedure 2001-43.

“Effective Date” has the meaning given that term in the introductory paragraph.

“Fair Market Value” means, with respect to any asset, its fair market value determined according to Article XII.

“Fiscal Year” of the Company means the calendar year.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the Gross Asset Value of any asset contributed by a Member to the Company is the gross fair market value of such asset as determined at the time of contribution; and

(ii) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board, as of the following times: (a) the acquisition of any additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; (c) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member; (d) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (e) such other times determined by the Board in its sole and absolute discretion; provided that the adjustments pursuant to clauses (a), (b), (c) and (e) above shall be made only if the Board determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company; and

(iii) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the Board.

“Incapacity” or “Incapacitated” means (i) with respect to a natural person, an Insolvency Event or the death, incompetency or insanity of such person, and (ii) with respect to any other Person, an Insolvency Event with respect to, or the liquidation, dissolution or termination of, such Person.

“Incentive Unit” means any unit designated as such on Exhibit A, attached hereto and having the features ascribed thereto pursuant to Section 3.7.

“Incentive Unit Grant Agreement” has the meaning set forth in Section 3.7.

“Indemnifying Member” has the meaning set forth in Section 13.12.

“Insolvency Event” means, with respect to any Person, having an order for relief entered with respect to such Person under the federal bankruptcy laws as now or hereafter in effect, making a general assignment for the benefit of creditors, becoming unable generally to pay debts as such debts become due, admitting in writing that such Person is generally unable to pay its debts as they become due, filing any debtor proceedings, filing or becoming the subject of any proceeding of any kind under any provisions of any applicable bankruptcy or insolvency law seeking any readjustment, rearrangement, composition, postponement, or reduction of debts, liabilities or obligations (in the case of an involuntary proceeding, which continues undismissed or unstayed for a period of sixty (60) consecutive days).

“Involuntary Transfer” means any Transfer, whether by operation of law, under court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee pursuant to an Insolvency Event.

“Liability” means with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“Manager” has the meaning set forth in Section 5.1.

“Member” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has ceased to be a member of the Company. The Members are listed on Exhibit A attached hereto.

“Member Election Period” has the meaning set forth in Section 10.3.2.

“Member Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Treasury Regulations Section 1.704-2(i)(2).

“Members’ Notices” has the meaning set forth in Section 10.3.2.

“Net Capital Proceeds” means the gross capital proceeds received by the Company from a Capital Transaction less the expenses related to such Capital Transaction and less such funds or reserves as the Board deems reasonably necessary with respect to the reasonable anticipated business needs of the Company, which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such Fiscal Year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss) with the following adjustments (without duplication):

(i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be added to such income or loss; and

(ii) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this paragraph, shall be subtracted from such taxable income or loss; and

(iii) if the Gross Asset Value of any Company asset is adjusted pursuant to clauses (ii) or (iii) of the definition of “Gross Asset Value” herein, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss; and

(iv) gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; and

(v) in lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, such amounts shall instead be determined in accordance with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(g); and

(vi) any items which are specially allocated pursuant to the provisions of Section 4.6 shall not be taken into account in computing Net Income or Net Loss.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704- 2(b)(3).

“Offeree Member” has the meaning set forth in Section 10.3.2.

“Offer Notice” has the meaning set forth in Section 10.3.1.

“Partnership Representative” has the meaning set forth in Section 8.2.1.

“Partnership Tax Audit Rules” means the partnership tax audit rules contained in Subchapter C of Chapter 63 of the Code (Sections 6221 et seq.) as enacted by the Bipartisan Budget Act of 2015, as amended from time to time, and any Regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.

“Percentage Interest” means, with respect to a Member at any time and from time to time, a percentage equal to a fraction, the numerator of which is the number of Units owned by such Member and the denominator of which is the aggregate number of Units owned by all Members.

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Proceeding” has the meaning set forth in Section 7.2.

“Repurchase Right” has the meaning set forth in Section 10.4.

“Required Debt Payment” means the payment that is required to be made by the Company to service its outstanding debt obligations.

“Safe Harbor Election” has the meaning set forth in Section 3.7.

“Sale of the Company” means (i) the sale of the Company to an independent third party or group of independent third parties pursuant to which such party or parties acquire Units of the Company possessing a majority of the voting power of the Units (whether by merger, consolidation, sale or transfer of the Company’s equity interests), or (ii) the sale, lease, transfer, exclusive license or other disposition of the Company’s assets in one transaction or series of related transactions determined on a consolidated basis.

“Securities Act” means the United States Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statutes, rules or regulations. Any reference herein to a specific section, rule or regulation under the Securities Act shall be deemed to include any corresponding provisions of future law.

“Taxable Year” means the Company’s taxable year ending December 31 (or part thereof, in the case of the Company’s last taxable year), or such other year as is determined by the Board in compliance with Section 706 of the Code.

“Transfer” means any transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition of Units or other interests in the Company (or of a direct or indirect interest in a Member holding Units) to another party, whether voluntary or involuntary, including a pledge of or granting of another form of security interest in any such interest.

“Treasury Regulations” means the temporary and final regulations promulgated by the U.S. Department of the Treasury under the Code.

“Units” means the units held by each Member representing a fractional part of the interest of the Member in the Distributions and the income, profits, gains, losses, deductions, and expenses of the Company, and shall include Class A Units and Incentive Units. When the term “Units” is used herein without distinction as to class, the term means Units of all classes.

“Unreturned Capital Contribution” means, with respect to any Member, the total Capital Contributions made by such Member less the total Distributions made to such Member pursuant to Section 4.2.2(a).

Other terms defined in this Agreement have the meanings so given them.

1.2 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules or Exhibits are to Schedules or Exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II ORGANIZATION

2.1 Formation. The Company has been organized as a Nevada limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

2.2 Name. The name of the Company is “Global Clean Solutions, LLC”, and all Company business shall be conducted in that name or such other names that comply with applicable law as the Board may select from time to time.

2.3 Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Nevada shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Nevada shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Nevada, and the Company shall maintain records there. The Company may have such other offices as the Board may designate from time to time.

2.4 Purposes. The purpose of the Company shall be to engage in any lawful business under the Act. The Company may exercise all powers reasonably connected with such activities and businesses that may be legally exercised by limited liability companies under the Act, and the Company may engage in all activities necessary, customary, convenient, or incident to any of the foregoing.

2.5 Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of the State of Nevada and shall continue in existence until termination and dissolution thereof as determined under Article XI of this Agreement.

2.6 No State Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise.

ARTICLE III

MEMBERSHIP; UNITS; CONTRIBUTED CAPITAL; CAPITAL ACCOUNTS

3.1 Members.

3.1.1. The Members of the Company are set forth on Exhibit A attached hereto, which shall be updated from time to time to conform to the books and records of the Company.

3.1.2. No Member, as such, shall be required to lend any funds to the Company or to make any additional contribution of capital to the Company, except as otherwise required by applicable law or this Agreement. Any Member may, with the approval of at least 100% of the voting power of the Members, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a Capital Contribution.

3.1.3. Each Member shall execute a counterpart of this Agreement, and when a Person is admitted as a Member in accordance with this Agreement, such Person shall execute a counterpart of this Agreement.

3.2 Liability of Members.

3.2.1. Except as otherwise required by applicable law or as explicitly set forth in this Agreement, no Member shall have any personal liability in his, her or its capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company, and therefore, a Member shall be liable only to the extent of his, her or its Capital Contribution to the Company.

3.2.2. In accordance with the Act and the laws of the State of Nevada, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. A Member who receives a distribution made by the Company in violation of this Agreement or §86.343-346 of the Act is liable to the Company for the amount of such distribution if the Company makes a claim for such amount within three (3) years of the distribution date.

3.3 Lack of Authority. Except as otherwise specifically provided in this Agreement, no Member (other than a Member in his or her capacity as a Manager or an officer of the Company) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company.

3.4 Units. The Company shall initially have two classes of Units: Class A Units and Incentive Units. The Units issued hereunder shall not be certificated unless otherwise determined by the Board. Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Class A Units owned by such Member. The ownership of Units shall entitle each Member to allocations of profit and loss and other items and distributions of cash and other property as set forth in Article IV hereof. Each Class A Unit shall entitle the Member owning such Unit to one vote on any matter voted on by Members as provided in this Agreement or as required by applicable law. The Incentive Units are nonvoting and nontransferable except in the event of a Company repurchase. The number and class of Units held by each Member is set forth on Exhibit A attached hereto.

3.5 Issuance of Additional Units Generally. Subject to Section 5.2.1, the Board shall have the right to cause the Company to issue or sell to Members, Affiliates of Members or other Persons: (i) additional Units or other interests in the Company, (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, to the extent permitted hereunder such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder.

3.6 No Withdrawal. So long as a Member continues to hold any Units, such Member shall not have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company and such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to hold any Units, such Person shall no longer be a Member.

3.7 Incentive Units. The Board shall have the right to cause the Company to issue Incentive Units in exchange for services performed or to be performed for the Company or one of its Affiliates by such Person, rather than in exchange for Capital Contributions made to the Company by such Person. Each Incentive Unit shall be treated as a profits interest within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343. The Company shall issue each Incentive Unit pursuant to and in accordance with a grant agreement (each such agreement, an “Incentive Unit Grant Agreement”) approved by the Board, to be executed by the Company and the recipient of such Incentive Unit. Each Incentive Unit Grant Agreement shall provide for, among other matters, the forfeiture of, transfer restrictions relating to, or repurchase by the Company of, such Incentive Unit. A Member holding Incentive Units shall be treated as the owner of a profits interest from the date such profits interest is granted, and the Company shall file its tax returns and issue appropriate Schedule K-1 forms to such Member, allocating to such Member a distributive share of all items of income, gain, loss, deduction and credit associated with such profits interest. Subject to any vesting, forfeiture and repurchase provisions contained in an Incentive Unit Grant Agreement, a Member holding Incentive Units shall participate in liquidating Distributions in respect of such Member’s Incentive Units only from and after such time as all aggregate Distributions previously or concurrently made by the Company in respect of all other Units since the date of issuance of such Incentive Units equal or exceed the Distribution Threshold of such Member’s Incentive Units at such time. This provision is intended to ensure that each Incentive Unit is upon issuance a “profits interest” within the meaning of Revenue Procedure 93-27 and Revenue Procedure 2001-43 and shall be interpreted consistently with such intent in the Board’s sole and absolute discretion. The Board is hereby authorized and directed to cause the Company to make an election to value any Incentive Units at liquidation value (the “Safe Harbor Election”), as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43. The Company shall make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election. Any such Safe Harbor Election shall be binding on the Company and all of its Members with respect to all Transfers of Incentive Units thereafter made by the Company while a Safe Harbor Election is in effect. A Safe Harbor Election, once made, may be revoked by the Board as permitted by any applicable rule. Each Member will (i) comply with all requirements of the Safe Harbor Election with respect to all Incentive Units issued while the Safe Harbor Election remains effective; (ii) cooperate with the Board to perfect and maintain any Safe Harbor Election; and (iii) timely execute and deliver any documentation reasonably requested by the Board with respect to the Safe Harbor Election.

3.8 Capital Contributions. Upon the execution of this Agreement, each Member shall contribute one dollar ($1.00) to the capital of the Company in exchange for each Unit set forth adjacent to such Member’s name on Exhibit A attached hereto. Unless the Members unanimously approve otherwise, no Member shall be required to contribute additional capital to the Company beyond the Initial Capital Contributions.

3.9 Capital Accounts.

3.9.1. A separate capital account (“Capital Account”) shall be maintained for each Member. Each Member’s Capital Account shall consist of the amount of the Member’s Capital Contribution. Each Member’s Capital Account shall be increased by the amount of any additional money contributed by the Member to the Company; the net fair market value of any assets contributed by the Member to the Company; and allocations to the Member of any profits. Each Member’s Capital Account shall be decreased by the amount of any money distributed to the Member by the Company; the net fair market value of any assets distributed to the Member by the Company; allocations to the Member of any Company expenditures not deductible in computing Company taxable income and not properly chargeable to capital account; and allocations to the Member of any losses.

3.9.2. Capital Accounts shall be maintained and adjusted in accordance with the additional rules set forth in § 1.704-1(b)(2)(iv) of the Income Tax Regulations (the “Regulations”) adopted under the Code.

3.9.3. The “net fair market value” of an asset for purposes of this Section 3.9 shall be the fair market value of the asset net of any liabilities respecting the asset assumed by the Company (upon a contribution) or by the Members (upon a distribution), as the case may be, and any liabilities to which any such contributed or distributed assets are subject.

ARTICLE IV

DISTRIBUTIONS; ALLOCATIONS OF

PROFITS AND LOSSES

4.1 Generally. Subject to the provisions of NRS 86.341-346 and Sections 4.2, 4.4, 4.5, and 5.2.1 of this Agreement, the Board shall have sole discretion regarding the amounts and timing of distributions to Members out of Cash Available for Distribution.

4.2 Distributions.

4.2.1. Operating Distributions. Distributions from Cash Available for Distribution shall be made in such amounts and at such times as declared by the Board, to the Members holding Units, pro rata in proportion to their relative number of such Units owned; provided, however, that any distribution to a holder of Incentive Units shall be subject to the terms of the applicable Incentive Unit Grant Agreement.

4.2.2. Capital Transaction Distributions. Distributions from Net Capital Proceeds shall be made when and as declared by the Board to the Members in the following order of priority:

(a) First, to all Members in proportion to their Unreturned Capital Contributions until the Unreturned Capital Contributions of all Members have been reduced to zero ($0); and

(b) Thereafter, to members of all classes pro rata in proportion to their ownership of units; provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met.

4.2.3. Liquidating Distributions. Distributions upon dissolution and liquidation of the Company shall be made to the Members in accordance with Section 11.2(g).

4.3 Allocation of Profits and Losses. Except as explicitly provided elsewhere in this Agreement, the items of income, gain, loss or deduction of the Company comprising Net Income or Net Loss for a Fiscal Year shall be allocated to the Members in proportion to the number of Units owned by each Member.

4.4 Amounts Withheld. All amounts withheld pursuant to Section 13.12 from any distribution to a Member shall be treated as amounts distributed to such Member pursuant to this Article IV for all purposes under this Agreement.

4.5 Tax Distributions. The Company shall distribute to the Members, with respect to each Fiscal Year of the Company, an amount of cash that in the good faith judgment of the Board equals (a) the amount of taxable income, if any, allocable to the Members in respect of such Fiscal Year, multiplied by (b) the highest combined maximum federal, state and local income tax rate applicable to any Member to be applied with respect to such taxable income, with such distribution to be made to the Members in the same proportions that taxable income was allocated to the Members during such Fiscal Year. Any distributions made to a Member under this Section 4.5 shall be treated as an advance against any distributions to be made under Article 4.3.

4.6 Tax Allocations: Code Section 704(c).

4.6.1. The income, gains, losses, deductions and expenses of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Members, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members so as to reflect as nearly as possible the allocation set forth herein.

4.6.2. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution.

4.6.3. Any elections or other decisions relating to such allocations shall be made by the Board in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 4.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, share of profits, losses, other items or Distributions pursuant to any provisions of this Agreement.

4.7 Compliance with Treasury Regulations. Allocations of income and losses among the Members shall be made in a manner so that such allocations have substantial economic effect in accordance with the tests therefor set forth in the Treasury Regulations promulgated under Section 704(b) of the Code. Accordingly, allocations not specifically provided for in this Agreement shall be made in such a manner as shall conform to the allocation rules and principals as set forth in such Treasury Regulations. The Board may amend the provisions of this Agreement if such amendment would not have a materially adverse effect on the Members and if, in the opinion of counsel for the Company, such amendment is advisable for purposes of complying with Section 1.704-1(b) or Section 1.704-2 of the Treasury Regulations, as may be amended or supplemented from time to time.

ARTICLE V MANAGEMENT

5.1 Management by the Board of Managers. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 5.2, (a) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Managers (the “Board”), and (b) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement; provided, however, that no Manager, solely in his or her capacity as such, shall have any power to act for, sign for or do any act that would bind the Company, unless the Board shall provide otherwise. For each Member holding 25% of the Units outstanding, such Member shall be entitled to designate one person to serve on the Board of Managers. Edison Nation, Inc., the holder of 50% of the Units outstanding, shall be entitled to designate two (2) persons to serve on the Board of Managers. The Board of Managers shall consist of the following Persons (each of whom shall be a “Manager”): Bryan Pantofel (designated by PPE Brickell Supplies, LLC), Brian McFadden (designated by Graphene Holdings, LLC), Chris Ferguson (designated by Edison Nation, Inc.) and Brett Vroman (designated by Edison Nation, Inc.).

5.2 Actions Requiring Certain Member Approval; Delegation of Authority and Duties; Manager Duties.

5.2.1. Notwithstanding anything in this Agreement to the contrary, without the unanimous consent of the Managers, the Board shall not cause the Company to, and the Company shall not:

(a) amend, alter or repeal the Certificate, this Agreement, or any other organizational or governance documents of the Company;

(b) change the principal business or lines of business of the Company;

(c) change the name of the Company;

(d) create any new class of Units or change the rights or preferences of any of the Company’s existing Units;

(e) issue, or cause to be issued, any additional Units, including any grants of Incentive Units;

(f) redeem the Units of any Member;

(g) admit any other Person as an additional member;

(h) approve any Transfers of Units except as otherwise permitted in Article X of this Agreement;

(i) effect any merger, consolidation or reorganization with any other Person;

(j) dissolve, liquidate or wind-up the Company;

(k) amend any material accounting policy of the Company;

(l) initiate or settle litigation on behalf of the Company, undertake any course of defense in connection with any litigation, dispute or other proceeding brought against the Company, or settle any litigation, dispute or other proceeding concerning the Company;

(m) enter into any transaction or agreement between the Company and a Member of the Company or any Affiliate of the Company;

(n) make any capital expenditure that exceeds (i) on an individual basis, $1.00 any month, or (ii) on an aggregate basis during any three-month period, $1.00;

(o) make any loan in excess of $1.00;

(p) incur, assume, refinance, extend, modify, or otherwise become liable with respect to any obligation for borrowed money in an aggregate amount that exceeds $1.00;

(q) incur any indebtedness arising from a loan by a Member, whether secured or unsecured;

(r) make or revoke any election to treat the Company as, or take any action that would cause the Company to be treated as, an entity other than a partnership for tax purposes;

(s) issue any guarantee of, or pledge any assets of, the Company;

(t) sell, transfer, license, lease or dispose of, or pledge or otherwise encumber, any assets of the Company having an aggregate book value that exceeds $1.00, whether in one transaction or a series of related transactions, but excluding all transactions occurring in the ordinary course of business;

(u) merge, convert or consolidate the Company or any subsidiary with or into another Person;

(v) acquire any equity securities of any entity;

(w) acquire any real property excluding inventory;

(x) acquire non-real property assets of any other Person for a purchase price that exceeds $1.00;

(y) establish a subsidiary or form or enter into a joint venture, partnership or similar relationship with any Person;

(z) effect any voluntary filing of a petition for bankruptcy or reorganization in respect of the Company, or any similar action under applicable laws and regulations;

(aa) execute, amend or terminate any agreement to transfer or license any intellectual property to or by the Company;

(bb) approve any operating budget, business plan or any other similar budget or business or strategic plan;

(cc) enter into any commitment to take any of the actions described in this Section 5 5.2.1;

(dd) determine the Cash Available for Distribution by the Company or declare or effect any dividend or distribution; or

(ee) execute, amend or terminate any agreement that contemplates payments by or to the Company in an aggregate amount that exceeds $1.00.

5.2.2. In the event of any deadlock with respect to any of the Company actions set forth in Section 5.2.1 that is not resolved after reasonable opportunities to discuss and consider in good faith, the Company shall continue to operate pursuant to the last-approved budget or business plan in the ordinary course of its business.

5.3 Term of Office. Each Manager on the Board shall serve until his or her resignation, death or removal pursuant to this Section 5.3. A Manager may be removed from the Board at any time, with or without cause, by the Member entitled to designate such Manager.

5.4 Vacancy; Resignation. In the event a Manager ceases to serve as a Manager, the resulting vacancy shall be filled by the Member who designated such Manager, and the vacancy shall remain vacant until the relevant Member elects to fill such vacancy. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Members. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

5.5 Board Approval; Voting; Quorum; Approval or Ratification of Acts or Contracts by Members. Subject to Section 5.2.1, all actions of the Board shall require the affirmative vote of a majority of votes cast by all of the Managers. Regular meetings of the Board shall be held at least annually. A Manager may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company. A Manager’s presence at any meeting waives objection to lack of notice or defective notice of the meeting, unless the Manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Any or all Managers may participate in any meeting by, or through the use of, any means of communication by which all Managers participating may simultaneously hear each other during the meeting, and any Manager so participating is deemed to be present in person at the meeting. The presence of all Managers is necessary for a quorum. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote, if the action is consented to in writing and is signed by all of the Managers. Subject to the Member approval requirements set forth in Section 5.2.1, any Manager in its discretion may submit any act or contract for approval or ratification by the Board, and any act or contract that shall be approved or ratified by the Board, assuming that such act or contract has been approved by the Members if required by Section 5.2.1, shall be as valid and as binding upon the Company and upon all the Members as if it shall have been approved or ratified by every Member of the Company.

5.6 Reimbursement. The members of the Board shall be entitled to be reimbursed for reasonable out of pocket costs and expenses incurred in the course of its service hereunder.

5.7 Officers.

5.7.1. The Board may, from time to time, designate one or more persons to be officers of the Company. Any officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular officers. As of the date hereof, the Board has not designated any officers or directors. Unless the Board otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, notwithstanding anything to contrary in this Agreement and subject to any specific delegation or restriction of authority and duties made to such officer by the Board. Each officer shall hold office until his or her successor shall be duly designated by the Board or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board. For the avoidance of doubt, to the extent any salary is paid to a Member, each Member will receive the same salary.

5.7.2. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Board whenever in its judgment the best interests of the Company shall be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Board.

ARTICLE VI

CONFIDENTIALITY

Each Member recognizes and acknowledges that he, she or it has and may in the future receive certain confidential and proprietary information and trade secrets of the Company and its Subsidiaries, including but not limited to confidential information of the Company and its Subsidiaries regarding identifiable, specific and discrete business opportunities being pursued by the Company or its subsidiaries (the “Confidential Information”). Each Member (on his, her or its behalf and, to the extent that such Member would be responsible for the acts of the following persons under principles of agency law: its directors, officers, shareholders, partners, employees, agents and members) agrees that it will not, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever, except (i) to authorized directors, officers, representatives, agents and employees of the Company or its subsidiaries and as otherwise may be proper in the course of performing such Member’s obligations, or enforcing such Member’s rights, under this Agreement and the agreements expressly contemplated hereby; (ii) to such Member’s auditors, attorneys or other agents; (iii) to any bona fide prospective purchaser of the equity or assets of such Member or its Affiliates or the Units held by such Member, or prospective merger partner of such Member or its Affiliates with the prior consent of the Board; or (iv) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided that, in the event that any Member reasonably believes after consultation with counsel that it is required by law to disclose any confidential information described in this Article VI, such Member will (a) provide the Board with prompt notice before such disclosure so that the Board may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such confidential information and (b) cooperate with the Board or its designee in attempting to obtain such order or assurance. For purposes of this Article VI, “Confidential Information” shall not include any information which (w) such Person learns from a source other than the Company or its subsidiaries, who is not bound by a confidentiality obligation, (x) is generally available to the public other than as a result of a disclosure by a Member in violation of this Agreement, or (y) is or has been independently developed or conceived by a Member without use of Confidential Information.

ARTICLE VII

EXCULPATION AND INDEMNIFICATION

7.1 Exculpation. No Manager shall be liable to the Company or to any Member for any loss suffered by the Company unless such loss is caused by a Manager’s willful misconduct, violation of law or material breach of this Agreement. No Manager shall be liable for errors in judgment or for any acts or omissions that do not constitute willful misconduct, violation of law or material breach of this Agreement. The Board may consult with counsel and accountants and any member, officer, employee or committee of the Company or other professional expert in respect of Company affairs, and provided each Manager acts in good faith reliance upon the advice or opinion of such counsel or accountants or other persons, such Manager shall not be liable for any loss suffered by the Company in reliance thereon.

7.2 Right to Indemnification for each Manager and Officers. Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Manager or officer of the Company or, while a Manager or officer of the Company, is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company, upon Board approval, to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.

7.3 Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company, upon Board approval, the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made (after Board approval has been obtained) only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

7.4 Indemnification of Members, Employees and Agents. The Company, by adoption of a resolution of the Board, may indemnify and advance expenses to a Member, employee, or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to each of the Managers or officers of the Company under this Article VII.

7.5 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VII shall not be exclusive of any other right which a Manager, officer or other Person indemnified pursuant to Section 7.4 may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, agreement, vote of Members or the disinterested Managers or otherwise.

7.6 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, officer or agent of the Company or is or was serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited ability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VII.

7.7 Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless any Manager or any other Person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII

TAXES

8.1 Tax Returns. The Board shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making any elections the Board may deem appropriate and in the best interests of the Members. Each Member shall furnish to the Board all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

8.2 Partnership Representative.

8.2.1. Bryan Pantofel shall be designated the “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) and shall be authorized to take any actions necessary under Treasury Regulations or other guidance to cause such designation (including the designation of any individual to act on behalf of any entity Partnership Representative as may be required under the Partnership Tax Audit Rules). The Company and each Member agrees that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; the Members consent to the election set forth in Section 6226(a) of the Code and agree to take any action, and furnish the Partnership Representative with any information necessary, to give effect to such election if the Partnership Representative decides to make such election; and any imputed underpayment imposed on the Company pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members shall be promptly paid by such Members to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Partnership Representative’s request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the prime rate published in the Wall Street Journal at the determinative time plus two percent (2%)). The Partnership Representative shall keep each Member reasonably and promptly informed of any audits or administrative or judicial proceedings affecting or relating to the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Required Member prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings. For the avoidance of doubt, (i) the costs of any action taken by or on behalf of the Partnership Representative, the Company or their respective Affiliates pursuant to this paragraph shall be borne by the Member benefitting from any such action (together with the other Members similarly benefitting from such action as determined by the Partnership Representative in its reasonable discretion), (ii) the Partnership Representative will be entitled to rely conclusively on the advice of the Company’s independent accountant or other tax advisor in making any determination in respect of the Partnership Tax Audit Rules, and (iii) the Partnership Representative shall not be required to indemnify any Member or the Company with respect to any taxes incurred under the Partnership Tax Audit Rules.

8.2.2. Each Member shall provide to the Company upon request such information, forms or representations which the Partnership Representative may reasonably request with respect to the Company’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative to assist in obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency upon the Company or amounts paid to the Company.

8.2.3. Notwithstanding any provision of this Agreement to the contrary, the provisions of this Section 8.2 shall survive the termination or liquidation of the Company or the termination of any Member’s interest in the Company and shall remain binding on the Members following each such Member’s termination of its interest in the Company.

8.3 Tax Reports. The Company shall provide to each Member as promptly as practical after the end of each Taxable Year, the Company’s tax return and Form K-1 for such Taxable Year, and such other information as may be necessary for the preparation of each such Member’s United States federal and state income tax returns.

8.4 Income Tax Status. It is the intent of this Company and the Members that this Company shall be treated as a partnership for U.S., federal, state and local income tax purposes. Each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. Neither the Company nor any Member shall make an election for the Company to be classified as other than a partnership pursuant to Treasury Regulations Section 301.7701-3.

ARTICLE IX

BOOKS, REPORTS AND COMPANY FUNDS

9.1 Maintenance of Books. The Company shall use commercially reasonable efforts to keep books and records of accounts as may be required. The Fiscal Year shall be the accounting year of the Company.

9.2 Informational Rights. The Board shall keep the Members reasonably informed on a timely basis of any material fact, information, litigation, employee relations or other matter that could reasonably be expected to have a material impact on the operations or financial position of the Company, including, but not limited to, any modification of any loan or other financing to the Company.

ARTICLE X TRANSFERS

10.1 Assignment by Members. No Member shall be permitted to Transfer all or a portion of such Member’s Units except subject to, and in compliance with, this Article X; provided, however, that in no event may an Incentive Unit be transferred except in connection with a Company repurchase. Each Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. In connection with the Transfer of any Units, the Member holding such Units shall deliver written notice to the Company describing in reasonable detail the Transfer or proposed Transfer and the Board may, but is not obligated to, require prior to approving any Transfer, an opinion of counsel, which (to the Board’s reasonable satisfaction) is knowledgeable in securities law matters, to the effect that such Transfer of Units may be effected without registration of such Units under the Securities Act. A Member shall not Transfer any Units until the proposed transferee has agreed in writing to be bound by the conditions set forth in this Section 10.1, and a transferee shall be admitted to the Company as a Member only following the approval of the Board and upon execution of a counterpart signature page to this Agreement. Any Transfer by any Member of any Units or other interests in the Company in contravention of this Agreement shall be invalid, null, void and ineffectual and shall not bind or be recognized by the Company or any other party.

10.2 Permitted Transfers. A Transfer by any Member of all or any portion of such Member’s Units to a holding company that is wholly-owned by one or more Members of the Company is a Permitted Transfer exempt from the requirements of Sections 10.3-10.4. Otherwise, no Transfer by any Member of all or any portion of such Member’s Units shall be permitted except as otherwise provided for in this Article X.

10.3 Right of First Refusal

10.3.1. Prior to any proposed Transfer of Units to any Person, the transferring Member shall deliver to the Company and the other Members (other than holders of Incentive Units) a written notice (the “Offer Notice”) specifying in reasonable detail the number of Units to be transferred, the identity of the transferee(s), the price (which shall be payable solely in cash) and the other terms and conditions of the proposed Transfer. The Company may elect to purchase all or any portion of the Units proposed to be Transferred upon the terms and conditions specified in the Offer Notice by delivering to the transferring Member a written notice of such election within the ten (10) day period following the Company’s receipt of the Offer Notice (the “Company Election Period”). The purchase of such Units by the Company shall be consummated within thirty (30) days following expiration of the Company Election Period.

10.3.2. In the event that the Company does not elect to purchase all of the Units described in the Offer Notice, it shall give written notice of the same (the “Company Notice”) on or prior to the expiration of the Company Election Period to Members holding Units, other than holders of Incentive Units and other than the Member proposing to Transfer Units (“Offeree Members”), and the Company shall deliver a copy of such notice to the transferring Member. The Offeree Members may then elect to purchase collectively all or any portion of such Units pro rata among themselves based on their respective holdings of Units, upon the terms and conditions specified in the Offer Notice. On or before the tenth (10th) day following receipt of the Company Notice (the “Member Election Period”), each Offeree Member may submit to the transferring Member such Member’s election to purchase Units described in the Offer Notice and the number of such Units that such Member wishes to purchase (collectively, the “Members’ Notices”). Following the Member Election Period and receipt of the Members’ Notices (if any), if the Members’ Notices collectively evidence elections by the other Members to purchase at least the number of Units described in the Offer Notice, then such Units shall be allocated among such Offeree Members that deliver Members’ Notices, as nearly as practicable, as follows: to each such Member a number of Units equal to the lesser of (a) the number of Units described in such Member’s Members’ Notice and (b) a number of Units equal to the number of Units described in the Offer Notice multiplied by a fraction, the numerator of which is the aggregate number of Units owned by such electing Member and the denominator of which is the sum of Units owned by all electing Members that provide Members’ Notices. The purchase by electing Offeree Members pursuant to this Section 10.3.2 shall be consummated within thirty (30) days following expiration of the Member Election Period.

10.3.3. In the event that neither the Company nor the Offeree Members elect to purchase all of the Units described in the Offer Notice in accordance with this Section 10.3.3, the transferring Member may Transfer all of the Units covered by the Offer Notice to the transferee(s) specified in the Offer Notice on terms no more favorable to such transferee(s) than those specified in the Offer Notice; provided that, in connection with any such Transfer, each transferee shall agree in writing to be bound by the provisions of this Agreement. Any unsold Units not transferred within such sixty (60) day period shall again be subject to Section 10.2 in connection with any proposed Transfer thereof.

10.4 Right of Repurchase Upon Involuntary Transfer. In the event of any Involuntary Transfer by a Member, the Company shall have the right, but not the obligation, to purchase all, but not less than all, of the affected Member’s Units at Fair Market Value (the “Repurchase Right”). For a period of sixty (60) days after an Involuntary Transfer, the Company may exercise its Repurchase Right by delivering written notice to the affected Member, who shall be obligated to Transfer the Units. The Company shall thereafter purchase all of the affected Member’s Units by delivering in cash the purchase price consideration in the amount of the Fair Market Value of the affected Member’s Units within fifteen (15) days of the Company’s exercise of the Repurchase Right.

10.5 Substituted Member.

10.5.1. An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right and the Board has granted its prior written consent to such assignment and substitution, which consent may be withheld in the sole discretion of the Board.

10.5.2. The Company and the Board shall be entitled to treat the record owner of any Units or other interest in the Company as the absolute owner thereof and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written assignment of such Units or other interest in the Company, which assignment is permitted pursuant to the terms and conditions of Section 10.1 hereof, has been received and accepted by the Board and recorded on the books of the Company.

10.5.3. Upon the admission of a substituted Member, the records of the Company shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.

10.6 Effect of Assignment.

10.6.1. Any Member who shall assign any Units or other interest in the Company shall cease to be a Member of the Company with respect to such Units or other interest and shall no longer have any rights or privileges of a Member with respect to such Units or other interest.

10.6.2. Any Person who acquires in any manner whatsoever any Units or other interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such Units or other interest in the Company of such Person was subject to or by which such predecessor was bound.

10.7 Effect of Incapacity. Except as otherwise provided herein, the Incapacity of a Member shall not dissolve or terminate the Company. In the event of such Incapacity, the executor, administrator, guardian, trustee or other personal representative of the Incapacitated Member shall be deemed to be the assignee of such Member’s Units or other interests in the Company and may, subject to Section 10.1, become a substituted Member upon the terms and conditions set forth in Section 10.6.

10.8 Repurchase Right for Incentive Units. The Company shall have such repurchase rights with respect to Incentive Units as may be set forth in the Incentive Unit Grant Agreement corresponding to such Units.

ARTICLE XI

DISSOLUTION, LIQUIDATION AND TERMINATION

11.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

(a) the unanimous written consent of the Board to dissolve the Company; or

(b) the entry of a decree of judicial dissolution of the Company under Section 86.495 of the Act;

The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company, shall not cause a dissolution of the Company.

11.2 Liquidation and Termination. On dissolution of the Company, the Board shall act as the liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; and

(b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; and

(c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation and all amounts owed to Members of the Company) or otherwise make adequate provision for payment and discharge thereof; and

(d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; and

(e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company, which is the subject of a pending action, suit or proceeding to which the Company is a party; and

(f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; and

(g) all remaining assets of the Company shall be distributed to the Members in the following order of priority:

(i) First, to all Members in proportion to their Unreturned Capital Contributions until the Unreturned Capital Contributions of all Members have been reduced to zero ($0);

(ii) Second, to all of the Members in proportion to their positive Capital Account balances, until all positive Capital Account balances have been reduced to zero ($0); provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met; and

(iii) Third, any remaining assets of the Company shall be distributed to the Members in proportion to the number of Units held by each, provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met.

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 11.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

11.3 Cancellation of Certificate. On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and any Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Nevada, and take such other actions as may be necessary to terminate the Company.

ARTICLE XII

VALUATION

The “Fair Market Value” of any Unit or other securities issued by the Company or any non-cash assets shall mean the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such Unit or other securities issued by the Company or any non- cash assets in an arm’s length transaction, determined as of the applicable reference date in good faith by the Board, taking into consideration all factors it deems relevant; provided that the “Fair Market Value” of any Units shall not be subject to any lack of liquidity, minority interest or other similar discounts as might otherwise be applicable under generally accepted appraisal and valuation standards and will be determined based on the amount such Units would be entitled to receive pursuant to Section 11.2(g) if proceeds were distributed by the Company in an amount equal to the then-current Fair Market Value of the Company. In the event that the Board, acting in good faith, cannot agree on the Fair Market Value of any Unit, the Board shall unanimously select an independent third-party Person to conduct a valuation of the respective Unit with such valuation, except such valuation shall not be subject to any lack of liquidity, minority interest, or other similar discount using generally accepted appraisal and valuation standards.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Offset. Whenever the Company is to pay any sum to any Member, any amounts that such Member owes to the Company may be deducted from that sum before payment.

13.2 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, by email or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person to receive it. All notices, requests, and consents to be sent to a Member must be sent to or made at the address given for that Member on such Member’s signature page to this Agreement, or such other address as that Member may specify by notice to the other Members. Any notice, request, or consent to the Company or the Board must be given to the Board at the following address:

Member 1: PPE Brickell Supplies, LLC

c/o Matthew Pantofel

45 SW 9th Street, Apt. 1603, Miami, Florida

33130; bryanhpantofel@yahoo.com

Member 2: Graphene Holdings, LLC.

c/o Brian McFadden

1910 Thomes Avenue

Cheyenne, WY 82001

Member 3: Edison Nation, Inc.

c/o Chris Ferguson

1 West Broad Street, Suite 1004

Bethlehem, PA 18018

Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

13.3 Entire Agreement. This Agreement constitutes the entire agreement of the Members relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

13.4 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.

13.5 Amendment or Modification. Except as otherwise provided herein, this Agreement may be amended or modified from time to time by a written instrument adopted by the Board. Any amendment or waiver that is required or approved in accordance with this Section 13.5 shall be binding upon all existing and future holders of Units. Notwithstanding anything herein to the contrary, this Agreement may be amended without the consent of any of the Members to (i) update Exhibit A to reflect any changes in the ownership of Units or (ii) remove or correct any scrivener’s error contained in this Agreement.

13.6 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and assigns.

13.7 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

13.8 Submission to Jurisdiction; Venue. The parties (a) unconditionally consent to the exclusive jurisdiction of the state and federal courts having jurisdiction in Nevada, over any legal proceeding arising out of or relating to this Agreement, (b) stipulate that a proper and convenient venue for any legal proceeding arising out of or relating to this Agreement is Nevada, for a state court proceeding, or for a federal court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that Nevada, is an improper or inconvenient venue.

13.9 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

13.10 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company or for any rights to information from the Company provided under the Act.

13.11 Power of Attorney. Each of the undersigned Members does hereby constitute and appoint each of the Managers and the liquidator with full power to act without the others (subject to the provisions of Article V hereof), as such Member’s true and lawful representative and attorney-in-fact, in such Member’s name, place and stead, to make, execute, sign, acknowledge and deliver or file in such form and substance as is approved by the Board and the Required Member, as applicable, in accordance with this Agreement (a) all instruments, documents and certificates which may from time to time be required by any law to effectuate, implement and continue the valid and subsisting existence of the Company, or to qualify or continue the qualification of the Company in the State of Nevada and in all jurisdictions in which the Company may conduct business or own property, and any amendment to, modification to, restatement of or cancellation of any such instrument, document or certificate, and (b) all conveyances and other instruments, documents and certificates which may be required to effectuate the dissolution and termination of the Company approved in accordance with the terms of this Agreement. The powers of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable, and shall survive the death, disability, incompetency, bankruptcy, insolvency or termination of any Member and the Transfer of all or any portion of such Member’s Units, and shall extend to such Member’s heirs, successors, assigns, and personal representatives.

13.12 Indemnification and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a governmental agency (or otherwise makes a payment) because of a Member’s status or otherwise specifically attributable to a Member (including, without limitation, federal withholding taxes with respect to foreign Persons, state personal property taxes, state unincorporated business taxes, etc.), then such Member (the “Indemnifying Member”) shall indemnify the Company in full for the entire amount paid (including, without limitation, any interest, penalties and expenses associated with such payments). The amount to be indemnified shall be charged against the Indemnifying Member, and, at the option of the Board, either:

(a) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member shall make a cash payment to the Company equal to the full amount to be indemnified (and the amount paid shall not be treated as a Capital Contribution), or

(b) the Company shall reduce distributions which would otherwise be made to the Indemnifying Member, until the Company has recovered the amount to be indemnified (and, the amount withheld shall not be treated as a Capital Contribution).

13.13 Notice to Members of Provisions. By executing this Agreement, each Member acknowledges that it has actual notice of (i) all of the provisions hereof (including, without limitation, the restrictions on Transfer set forth in Article X) and (ii) all of the provisions of the Certificate.

13.14 Counterparts. This Agreement may be executed in multiple counterparts (including by means of PDF or telecopied signature page) with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

13.15 Attorneys’ Fees. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

*      *       *       *

IN WITNESS WHEREOF, the undersigned Members have executed this Agreement as of the date first set forth above.