8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 31, 2018

INNERSCOPE HEARING TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

333-209341	46-3096516
(Commission File Number)	(IRS Employer Identification No.)

2151 Professional Drive, 2nd Floor Roseville, CA	95661
(Address of principal executive offices)	(Zip code)

(916) 218-4100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01 Entry into Material Definitive Agreement.

Convertible Debt Financing

On November 2, 2018 InnerScope Hearing Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Eagle Equities, LLC, a Nevada limited liability company (“Eagle”) pursuant to which the Company issued two $280,500 face amount of 8% Convertible Redeemable Notes (the “Notes”) to Eagle for an aggregate face amount of $561,000 (the “Note Financing”). The Notes were issued with an original issue discount of 10% (i.e. $51,000), for an aggregate purchase price of $510,000. The proceeds to the Company from the sale of the Notes was $510,000 which was paid for by Eagle by (i) payment of $255,000 in cash and (ii) the issuance by Eagle to the Company of a $255,000 principal amount of Collateralized Secured Promissory Note (the “Eagle Note”).

The Eagle Note is secured and collateralized by one of the above two reference Notes issued by the Company (See, “Terms of the Eagle Note”, below). 

Terms of the Notes

The Notes issued by the Company accrue interest at a rate of 8% per annum with an increase to 24% in the event of a default and, mature on November 2, 2019 subject to acceleration in the event of default. Principal and interest on the Notes are convertible into Common Stock of the Company at a price of 70% of the lowest closing bid price of the common stock as reported on the OTCQB exchange or any exchange upon which the Common Stock may be traded in the future, as calculated during the 15 trading day period just prior to the date of notice of conversion. In the event that the Company’s common stock loses its eligibility to trade via the Depository Trust Company, the foregoing conversion rate is decreased from 70% of the lowest closing bid price down to 60%. Each of the Eagle Notes are initially convertible into 7,030,075 shares of the Company’s common stock, subject to change based on market prices and other terms provided in the Notes.

The Company paid an agents fee of $25,000 in connection with the Note Financing to Moody Capital Solutions, Inc. and reimbursed lenders costs of $5,000. A portion of the proceeds of the Notes was utilized to fund the Zounds agreement (See, below, “Amendment to Zounds Agreement”).

Terms of the Eagle Note

As part of the consideration for the Notes issued by the Company in the Note Financing, on November 2, 2018, Eagle issued the Eagle Note to the Company which Note becomes due and payable on July 2, 2019, and bears simple interest at a rate of 8%. The Eagle Note is secured by a pledge back to the Company of one of the Notes issued by the Company in the Note Financing and, is cross-collateralized against said Note, such that, if the Company does not meet the current information requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), then Eagle may declare a default and cross – cancel both parties’ payment obligations under the Eagle Note and one of the Notes issued by the Company.

Eagle reserves the right to exchange the Note used as collateral with other assets appraised at $255,000 or greater.

The foregoing is a summary only of the SPA, the Notes and the Eagle Note, all of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference thereto.

Amendment to Zounds Agreement

On October 3, 2018, the Company entered into a Manufacturing Design and Marketing Agreement (the “Zounds Agreement”) with Zounds Hearing, Inc., a Delaware corporation (“Zounds”) whereby Zounds was to provide design and technology services to the Company to enable the manufacture of hearing aids sold under the Company’s brand names, the terms of which have been previously disclosed (See, Current Report on Form 8-K of the Company, Dated October 3, 2018). Effective as of November 2, 2018, the Company and Zounds entered into a First Amendment to the Zounds Agreement calling for a payment of $1,000,000 to Zounds for the Technology Access Fee, which fee is to be paid in eight (8) installments of $75,000 each, in four week intervals until $600,000 is paid, and $400,000 to be paid as Product Surcharges based on $200 per unit manufactured for up to the first 2,000 units. Once $400,000 of Product Surcharges are paid said per unit surcharge will be discontinued.

The initial $75,000 payment under the Zounds Agreement, as amended, was paid from the proceeds of the Note offering referenced above.

The foregoing is a summary only of the Zounds Agreement amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference thereto.

Joint Venture Agreement with Erchonia

On October 31, 2018, the Company entered into a Joint Development Agreement (the “JD Agreement”) and an Exclusive Distribution Agreement (the “ED Agreement”) with Erchonia Corporation (“Erchonia”). As part of the JD Agreement, the Company and Erchonia will conduct FDA clinical research and trials for the purposes of obtaining 510k FDA Clearances for devices, technologies, methods and techniques used in the treatment of hearing relating conditions and disorders such as Tinnitus, Sensorineural hearing Loss, dizziness and other disorders. The agreements give the Company the exclusive worldwide rights for all designs and any newly developed Erchonia 3LT lasers and related technologies and gives the Company the rights to license and distribute such products worldwide.

The foregoing is a summary only of the JD Agreement and ED Agreement between the Company and Erchonia Corporation, both of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference thereto. 

Item 7.01 Regulation FD Disclosure

A press release relating to the Erchonia JV Agreement and ED Agreement was issued by the Company on November 1, 2018. A copy of this press release is furnished herewith an not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Securities Purchase Agreement between InnerScope Hearing Technologies, Inc. and Eagle Equities, LLC, dated November 2, 2018.
10.2	Form of 8% Convertible Redeemable Notes issued by Company to Eagle Equities, LLC, dated November 2, 2018.
10.3	$255,500 Principal Amount 8% Collateralized Secured Promissory Note issued by Eagle Equities, LLC.
10.4	First Amendment to Manufacturing Design and Marketing Agreement (the “Zounds Agreement”) between InnerScope Hearing Technologies, Inc. and Zounds Hearing, Inc., a Delaware corporation (“Zounds”), dated November 2, 2018.
10.5	Joint Development Agreement between InnerScope Hearing Technologies, Inc. and Erchonia Corporation.
10.6	Exclusive Distributor Agreement between InnerScope Hearing Technologies, Inc. and Erchonia Corporation.
99.1	Press release issued on November 1, 2018 by InnerScope Hearing Technologies, Inc. Relating to Joint Venture with Erchonia Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2018

INNERSCOPE HEARING TECHNOLOGIES, INC.

(Registrant)

By: /s/ Matthew Moore         

Matthew Moore

Chief Executive Officer

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 2, 2018, by and between Innerscope Hearing Technologies, Inc., a Nevada corporation, with headquarters located at 2151 Professional Drive, 2^nd floor, Roseville, CA 95661 (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 525 Norton Parkway, New Haven, CT 06511 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $561,000.00 (with the first note being in the amount of $280,500.00 and the second note being in the amount of $280,5000.00) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. Each Note shall contain an OID of $25,500 such that the purchase price of each Note shall be $255,000.00 The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Back End Note”) shall initially be paid for by the issuance of an offsetting $255,000.00 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

C.The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1.Purchase and Sale of Note.

a.Purchase of Note. On each of the Closing Dates (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b.Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c.Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about November 2, 2018, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note. The Company may reject the closing of the back end financing by giving the Buyer written notice at least 30 days prior to the 6 month anniversary of the Back End Note. In such case the Back Note and the offsetting full recourse promissory note shall be terminated.

2.Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a.Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b.Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c.Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d.Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e.Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f.Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g.Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h.Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i.Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3.Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a.Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b.Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c.Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d.Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e.No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Exchange (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETS in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

f.Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g.Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h.No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i.Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

j.Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

k.Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4.COVENANTS.

a.Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

b.Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”) or the New York Stock Exchange (“NYSE”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETS and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

c.Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq, Nasdaq SmallCap or NYSE.

d.No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

e.Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5.Governing Law; Miscellaneous.

a.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b.shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

c.Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

d.Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

e.Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

f.Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

g.Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

Innerscope Hearing Technologies, Inc.

2151 Professional Drive, 2^nd Floor

Roseville, CA 95661

Attn: Matthew Moore, President

If to the Buyer:

EAGLE EQUITIES, LLC

525 Norton Parkway

New Haven, CT 06511

Attn: Yakov Borenstein

Each party shall provide notice to the other party of any change in address.

h.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

i.Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

j.Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

k.Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

m.Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[signature page to follow]

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

Innerscope Hearing Technologies, Inc.

By:________________________________

Matthew Moore, President

EAGLE EQUITIES, LLC

By:_________________________________

Name: Yakov Borenstein

Title: Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of the Notes: $561,000.00

Aggregate Purchase Price:

Note 1: $280,500.00 less $5,000.00 in legal fees and $25,500 in OID

Back End Note: $280,500.00 less $5,000.00 in legal fees and $25,500 in OID

EXHIBIT A

NOTE 1- $280,500.00

EXHIBIT B

BACK END NOTE- $280,500.00

EX-10.2

Exhibit 10.2

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $280,500.00

INNERSCOPE HEARING TECHNOLOGIES, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE NOVEMBER 2, 2019

FOR VALUE RECEIVED, INNERSCOPE HEARING TECHNOLOGIES, INC. (the “Company”) promises to pay to the order of EAGLE EQUITIES LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Two Hundred Eighty Thousand Five Hundred Dollars (U.S. $280,500.00) on November 2, 2019 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on November 2, 2018. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 91 Shelton Ave, Suite 107, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. This Note contain an original issue discount of $25,500 such that the purchase price is $255,000.00. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

This Note is subject to the following additional provisions:

1.       This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

2.       The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3.       This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act"), applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

4. (a) The Holder of this Note is entitled, at its option, at any time, to convert convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 70% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).

(b)       Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) The Notes may be prepaid or assigned with the following penalties/premiums:

PREPAY DATE	PREPAY AMOUNT
≤ 30 days	No prepay premium
31- 60 days	105% * (P+I)
61-90 days	110% * (P+I)
91-120 days	115% * (P+I)
121-150 days	120% * (P+I)
151-180 days	125% * (P+I)

This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note. Such redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null and void.

(d)        Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e)        In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5.       No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6.       The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.       The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.       If one or more of the following described "Events of Default" shall occur:

(a)       The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b)       Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c)       The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d)       The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e)       A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f)       Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g)       One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h)       Defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i)       The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

(j)       If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k)       The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

(l)        The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

(m)       The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

(n)        The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9.       In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10.       Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11.       The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer that on the 180 day anniversary of the date of this Note at least 12 months would have passed since the Company has reported Form 10 type information indicating it is no longer a “shell issuer.

12.       The Company shall issue irrevocable transfer agent instructions reserving 27,875,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs and legal opinion fees associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted.  The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

13.       The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14.       If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

15.       This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated:

INNERSCOPE HEARING TECHNOLOGIES, INC.

By: __________________________________

Title: _________________________________

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of INNERSCOPE HEARING TECHNOLOGIES, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:_______________________________________________

Applicable Conversion Price:________________________________________

Signature:_______________________________________________________

[Print Name of Holder and Title of Signer]

Address:________________________________________________________

             ________________________________________________________ 

SSN or EIN:_________________________

Shares are to be registered in the following name:_____________________________________

Name:______________________________________________________

Address:____________________________________________________

Tel:________________________________

Fax:________________________________

SSN or EIN:_________________________

Shares are to be sent or delivered to the following account:

Account Name:___________________________________________________

Address:________________________________________________________

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $280,500.00

INNERSCOPE HEARING TECHNOLOGIES, INC.

8% CONVERTIBLE REDEEMABLE NOTE

DUE NOVEMBER 2, 2019

BACK END NOTE

FOR VALUE RECEIVED, INNERSCOPE HEARING TECHNOLOGIES, INC. (the “Company”) promises to pay to the order of EAGLE EQUITIES LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Two Hundred Eighty Thousand Five Hundred Dollars (U.S. $280,000.00) on November 2, 2019 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on November 2, 2018. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 91 Shelton Ave, Suite 107, New Haven, CT 06511, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. This Note contain an original issue discount of $25,500 such that the purchase price is $255,000.00. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

This Note is subject to the following additional provisions:

1.       This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.

2.       The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3.       This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act"), applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.

4. (a) The Holder of this Note is entitled, at its option, at any time after full cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 70% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered together with an Opinion of Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).

(b)       Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). The Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c)       This Note may not be prepaid, except that if this Note has not been cash paid, and if the $280,500 Rule 144 convertible redeemable note issued by the Company of even date herewith is redeemed by the Company within 6 months of the issuance date of such Note, all obligations of the Company under this Note and all obligations of the Holder under the Holder issued Back End Note will be automatically be deemed satisfied and this Note and the Holder issued Back End Note will be automatically be deemed cancelled and of no further force or effect.

(d)        Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e)        In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5.       No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6.       The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.       The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.       If one or more of the following described "Events of Default" shall occur:

(a)       The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b)       Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c)       The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d)       The Company shall (1) become insolvent (which does not include a “going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e)       A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f)       Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g)       One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h)       Defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i)       The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

(j)       If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k)       The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

(l)        The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

(m)       The Company’s Common Stock has a closing bid price of less than $0.03 per share for at least 5 consecutive trading days; or

(n)        The aggregate dollar trading volume of the Company’s Common Stock is less than thirty five thousand dollars ($35,000.00) in any 5 consecutive trading days; or

(o)        The Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or

(p) The Company shall lose the “bid” price for its stock in a market (including the OTCBB marketplace or other exchange)

Then, or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. The penalty for a breach of Section 8(p) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(o) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9.       In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10.       Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11.       The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer that on the 180 day anniversary of the date of this Note at least 12 months would have passed since the Company has reported Form 10 type information indicating it is no longer a “shell issuer.

12.       Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated and legal opinion fees with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. Conversion Notices may be sent to the Company or its transfer agent via electric mail. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

13.       The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14.       If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

15.       This Note shall be governed by and construed in accordance with the laws of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated:

INNERSCOPE HEARING TECHNOLOGIES, INC.

By: __________________________________

Title: _________________________________

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $___________ of the above Note into _________ Shares of Common Stock of INNERSCOPE HEARING TECHNOLOGIES, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:_______________________________________________

Applicable Conversion Price:________________________________________

Signature:_______________________________________________________

[Print Name of Holder and Title of Signer]

Address:________________________________________________________

             ________________________________________________________ 

SSN or EIN:_________________________

Shares are to be registered in the following name:_____________________________________

Name:______________________________________________________

Address:____________________________________________________

Tel:________________________________

Fax:________________________________

SSN or EIN:_________________________

Shares are to be sent or delivered to the following account:

Account Name:___________________________________________________

Address:________________________________________________________

EX-10.3

Exhibit 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

EAGLE EQUITIES LLC

COLLATERALIZED SECURED PROMISSORY NOTE

BACK END NOTE

$255,000.00 New Haven, CT

November 2, 2018

1. Principal and Interest

FOR VALUE RECEIVED, EAGLE EQUITIES LLC, a Nevada Limited Liability Company (the "Company") hereby absolutely and unconditionally promises to pay to Innerscope Hearing Technologies, Inc. (the “Lender"), or order, the principal amount of Two Hundred Fifty Five Thousand Dollars ($255,000.00) no later than July 2, 2019, unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the rate of 8%.

2. Repayments and Prepayments; Security.

a. All principal under this Note shall be due and payable no later than July 2, 2019 unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.

b. The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.

c. This Note shall initially be secured by the pledge of the $280,500.00 8% convertible promissory note issued to the Company by the Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral with an appraised value of at least $255,000.00, by providing 3 days prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $255,000.00 in cash shall not require the approval of the Lender. All collateral shall be retained by Investors Counsel Attorneys, P.C., which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.

3. Events of Default; Acceleration.

a.       The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

b.       No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.

4. Notices.

a. All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing.

b.       Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

5. Miscellaneous.

a.        Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

b.       No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

c.       If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.

d.       This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of Nevada (without reference to conflict of laws).

e.       This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.

IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.

EAGLE EQUITIES LLC

By:                                                                         

Title:                                                            

APPROVED:

INNERSCOPE HEARING TECHNOLOGIES, INC.

By:                                                                         

Title:                                                            

EX-10.4

Exhibit 10.4

FIRST AMENDMEN TO THE

MANUFACTURING, DESIGN AND MARKETING AGREEMENT

This FIRST AMENDMENT TO THE MANUFACTURING, DESIGN AND MARKETING AGREEMENT (this “Amendment”) is entered into by and between Zounds Hearing, Inc., a Delaware corporation (“Subcontractor”) and InnerScope Hearing Technologies, Inc., a Nevada corporation, (the “Manufacturer”) dated effective November 2, 2018 (the “Effective Date”). Subcontractor and Manufacturer may also be referred to herein individually as “Party” or collectively as the “Parties”.

RECITALS

WHEREAS the Parties have entered into an agreement effective October 3, 2018 (the “Original Agreement”) whereby the Subcontractor as the Manufacturer’s subcontractor will provide design, technology, manufacturing and supply chain services to the Manufacturer to enable the Manufacturer to manufacture hearing aids and related components and accessories to be sold under Manufacturer’s exclusive brand names (the “Manufacturer’s Products”) through the Manufacturer’s various marketing and distribution channels as well as Subcontractor’s branded hearing aids and accessories (“Zound Products”).

WHEREAS, the Parties now desire to amend certain terms of the Original Agreement to clarify ongoing payment obligations of the Manufacturer.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties hereby agree as follows:

1.Amendment to Section 2. Section 2 of the Original Agreement is hereby deleted and replaced in its entirety with the following new Section 2:

“2.      Technology Access Fee. Manufacturer will pay Subcontractor One Million and No/100 USD ($1,000,000) (the “Technology Access Fee”). The Technology Access Fee will be paid as follows:

2.1       Cash Installments. Manufacturer shall pay Subcontractor eight (8) cash installments of $75,000 each. The first cash installment shall be paid no later than November 2, 2018 and each remaining installment shall be paid in subsequent four (4) week intervals beginning on the four week anniversary of the payment date of the first installment until such time as a total of $600,000 of cash installments has been paid.

2.2       Payments for Product Purchases and Product Surcharges. Manufacturer also agrees to purchase units of Zounds Products according to the following schedule:

Month Unit Purchases

November 2018 100 units

December 2018 165 units

January 2019 220 units

February 2019 285 units

March 2019 350 units

April 2019 410 units

May 2019 470 units

Such purchases are firm orders and may not be cancelled or delayed for any reason. Payment for each order is due prior to shipment of the products and products must be shipped no later than the 15^th of any month. Manufacturer may choose the number and model of Zounds Products to purchase so long as the total number of units purchased in any one month is equal to the firm order number of units set forth above. In addition to the payment of the Product Price as set forth in Section 3.3 and the Royalties set forth in Section 3.5 of the Original Agreement for each unit, the Manufacturer shall also pay a $200 per unit surcharge (the “Product Surcharge”) for each unit that is ordered. The Product Surcharge shall only be paid on the first 2,000 units purchased by the Manufacturer. At such time as a total of $400,000 in the form of the Product Surcharge has been paid by the Manufacturer to the Subcontractor, the Product Surcharge shall be discontinued.

2.3       Full Payment of Technology Access Fee. At such time as a total of $600,000 in the form of Cash Installments and $400,000 in form of Product Surcharges for an aggregate total payment of $1,000,000 has been made by the Manufacturer to the Subcontractor under this Section 2, then the Technology Access Fee shall have been paid in full.”

2.Defined Terms; Remaining Terms of the Original Agreement. Capitalized terms not defined herein shall be defined under the terms of the Original Agreement. All remaining terms, rights and obligations of the Parties as set forth in the Original Agreement that are not amended as set forth herein shall remain in full force and effect.

Signature Page to Follow

IN WITNESS WHEREFORE, the Parties have caused this Amendment to be executed by their duly authorized representatives as set forth below to be effective as of the Effective Date above.

ZOUNDS HEARING, Inc.

Date: ________________________ By:

Name: Samuel L. Thomasson

Title: President & Chief Executive Officer

Address: 6825 W. Galveston Street, Suite 9

Chandler, AZ 85226

Fax: ______________________________

Email: ____________________________

Innerscope Hearing Technologies, Inc.

Date: ________________________ By:________________________________

Name:        Matthew Moore

Title:        CEO

Address: 2151 Professional Drive 2^nd Floor

Roseville, CA. 95616

Fax: (916) 218-4101

Email: matthew@innd.com

EX-10.5

Exhibit 10.5

Joint Development Agreement

Effective Date	October _31st____, 2018
Parties:	Erchonia Corporation, LLC 650 Atlantis Road Melbourne Fl 32904 (“Erchonia”)
	InnerScope Hearing Technologies, Inc. A Nevada Corporation 2151 Professional Drive, 2nd Flr. Roseville CA 95611 (“INND”)

For good and valuable consideration, the parties agree to the term set forth in this Joint Development Agreement (“Agreement”).

1. Background:

a. ERCHONIA is a world leader in the manufacture and development of Low Level Laser Therapy technology (“3LT”) and medical laser equipment using 3LT technology.

b. INND is in the business of marketing and distributing hearing aid devices and related hearing products and services.

c. INND has worldwide B2B hearing health care professionals and B2C eCommerce direct-to-consumer sales channels.

d. The Parties wish to jointly conduct FDA Clinical Research and Trials for the purpose of obtaining a 510k FDA-Clearance for devices, technologies, methods and techniques used in the treatment of hearing related conditions and disorders, including, tinnitus, sensorineural hearing loss, central auditory processing disorders, dizziness, vertigo, balance disorders, and Meniere’s disease (“Hearing Disorders”).

e. The Parties desire to jointly work to design and develop a new ERCHONIA 3LT laser(s) and related technologies and methods to be used to treat Hearing Disorders (the “Hearing Products and Methods”).

f. Upon the successful development of new Hearing Products, INND desires to obtain an exclusive license to commercially distribute such Hearing Products and Methods worldwide.

g. ERCHONIA and INND have entered into an “Exclusive Distributor Agreement” for ERCHONIA to grant an Exclusive License for worldwide distribution of the Hearing Product and Methods, as set forth in the Exclusive Distribution Agreement attached hereto as Attachment “A”.

h. INND wishes to undertake certain research concerning the use of ERCHONIA’s current developed products for various applications on Hearing Disorders for determining treatment efficacy and protocols using ERCHONIA Products.

i. The Parties wish to share the cost, risk, and benefit of such FDA Clinical Research and Trials on the terms set forth herein in this Agreement.

j. The Parties agree that this Background will be considered terms of this Agreement.

2. INND Investment:

a. INND is a publicly traded Company on the OTCQB OTC trading under the symbol INND. INND is committed to this project and desires a long-term relationship with ERCHONIA. As consideration for the promises and undertakings contained in this agreement, upon the Effective Date the agreement, INND will transfer One Million (1,000,000) common shares of INND from INND to Kirkwall investments.

b. The transfer of the One Million (1,000,000) common shares to Kirkwall investments is considered “controlled securities” and thus “Restricted” shares under the regulations of U.S. Securities and Exchange Commission (“SEC”) Rule 144. Since INND is a fully reporting public Company under the U.S. Securities and Exchange Act of 1934, the “Restricted” common shares will have a mandatory “Holding Period” of six (6) months from the issuing date before the shares can be sold on the open market by ERCHONIA.

3. INND Obligations: INND’s will be responsible for the following requirements:

a. INND will provide the staffing and facilities for a clinical trial to research the use and effectiveness of using the Hearing Products and Methods under development for medical or therapeutic treatment of Hearing Disorders and performing medical research related to such clinical trial (the “Clinical Research”). The Clinical Research shall be conducted in a professional manner, in accordance with clinical treatment protocols developed and overseen by qualified licensed medical and health care professionals. In coordination with Erchonia, INND shall be responsible for selecting the qualified professionals to perform such Clinical Research and for ensuring such professionals oversee the Clinical Research during the full term of such clinical trials and related research.

b. INND will provide Doctors of Audiology as the Principal Investigators for all Clinical Research.

c. The Clinical Research (including the clinical trials) shall be developed and organized to include up to 100 patients in the study. The patients shall be divided among at least two clinical test sites.

d. The Clinical Research shall be conducted in accordance with all applicable medical and industry standards, and in accordance with all applicable laws, rules and regulations, and applicable health care regulations.

e. INND will only use the ERCHONIA Products in such Clinical Research, except upon the consent of ERCHONIA or where required to study the safety and efficacy of the ERCHONIA Products compared to other Products as part of the Clinical Research.

4. Erchonia Responsibilities:

a. ERCHONIA will be the sponsor and be responsible for assisting INND with administrative and procedural requirements of the Clinical Research to be conducted by INND. Erchonia assistance will include: (i) providing a Clinical Research monitor, such as Elvira Walls from Regulatory Insight Inc.; and (ii) assist in locating an Institutional Review Board, such as Independent Review Consulting, Inc. to review and approve the research protocols.

b. ERCHONIA will assist INND in overseeing the procedural and the administrative FDA regulatory compliance aspects of the Clinical Research.

c. ERCHONIA will provide units of its Products as required to perform the Clinical Research up to a maximum of 3 units.

d. ERCHONIA will be responsible for filing for utility or design patent applications that may be applicable to any devices and methods developed and used during the clinical research process.

e. To the extent any new products, methods, or technology is developed as a result of the Clinical Research into Hearing Disorders, such new products, methods, or technology will be licensed to INND under the terms of the Exclusive Distribution Agreement attached as Exhibit A to this agreement.

5. Development Costs:

a. The Parties agree to share equally the costs (including attorney’s fees) of filing any and all patent applications and obtaining the issuance of any patents, or the cost of protecting or registering any other intellectual property rights in the Clinical Research or derived from the results of the Clinical Research as described in 4(d) herein above.

b. INND agrees to share equally in all costs associated with the FDA administrative and procedural requirements of the Clinical Research, as described in 4(a) herein above.

c. INND is responsible for all costs associated for providing the site locations as describe in 3(a)(b)(c) herein above.

d. ERCHONIA shall bear all costs associated with the development of its products, or jointly develop products and make available to INND those products for the Clinical Research and under Attachment “A”, Exclusive Distribution Agreement attached hereof made part of the Agreement as describe in 3(e) and 4(e) herein above.

e. To the extent one party incurs costs under this paragraph, which costs are to be shared, it will promptly invoice the other party for its share of such costs and such invoices will be paid promptly upon receipt.

6. Ownership of Intellectual Property Rights: All intellectual property rights, including any patent rights, in the Hearing Products and Methods developed under this agreement will be owned as follows:

a. All utility patent rights in the Hearing Products and Methods will be owned solely by Erchonia to the extent such patent rights are granted for any device or apparatus.

b. All utility patent rights in the Hearing Products and Methods will be jointly owned by the parties to the extent such patent rights apply to any method or technique related to the Hearing Products and Methods. The parties agree that such rights will be exclusively licensed to Erchonia for the duration of such patents to the extent such rights relate to the use of any products which are the subject of any utility patent rights owned by Erchonia under the terms of this agreement.

c. All design patent rights in the Hearing Products and Methods will be jointly owned by the parties to the extent such design patent rights apply the Hearing Products and Methods. During the term of this agreement, the parties agree that such rights will be exclusively licensed to Erchonia to the extent such rights relate to the design of any products which are the subject of any utility patent rights owned by Erchonia under the terms of this agreement.

d. To the extent any intellectual property rights are associated with the Clinical Research data developed under the terms of this agreement, all rights in such data will be owned by Erchonia. All such Clinical Research data will be considered Confidential Information under the terms of this agreement unless and until such data is published. The parties agree they will cooperate in the 510K process to obtain FDA clearance for the Hearing Products and Methods, and will not publish any information related to the products until such time as publication is appropriate in accordance with FDA regulations and similar industry regulations. At the appropriate time the parties will cooperate in publication of data related to the Clinical Research and it is anticipated that such publication will list the parties or their appropriate personnel as is standard practice in the industry for such publications, including listing Erchonia as the manufacturer of the products. The parties will cooperate in good faith in preparing such publications.

e. During the term of this agreement, the parties agree that the treatment applications based upon the Clinical research will be exclusively licensed to INND.

7. Term of Agreement: The initial term of this agreement will be three (3) years from the Effective date first set forth above. Upon the expiration of the initial term, this agreement will automatically renew for successive one (1) year renewal terms unless either party gives the other party not less than ninety (90) days written notice of its intent not to renew this agreement.

8. Termination:

a. Either party may terminate this agreement upon a material breach of the other party which breach is not cured within thirty (30) days after written notice of breach is given to the breaching party.

b. Upon expiration of the initial term of this agreement, either party may terminate this agreement at any time upon ninety (90) days written notice to the other party. Notwithstanding the foregoing, the Exclusive License Agreement will only be terminated in accordance with its terms.

c. Upon completion of the Clinical Research, either party may terminate this agreement upon ninety (90) days written notice to the other party, if, in such party’s reasonable good faith determination, the results of the Clinical Research show that: (i) the products and methods being evaluated are not reasonable viable or effective for the treatment of the Hearing Disorders; (ii) the cost, time and effort involved in further development of the products and methods being evaluated show that the project is not scientifically or economically viable or that further efforts in this regard are not economically, medically or otherwise justifiable.

9. Confidentiality:

a. In connection with this Agreement, each party may disclose to the other party, or permit the other party to have access to, information that is confidential and proprietary to the disclosing party (the “Confidential Information”). Confidential Information includes but is not limited to the Hearing Products and Methods, designs for the Hearing Products and Methods, know-how, business or marketing strategies, plans for the Hearing Products and Methods, plans for research and development, development tools, financial information, production costs and information, and supplier and customer lists and information and medical research conducted during the performance of this agreement; Clinical Research, and patient information learned during Clinical Research. Confidential Information further includes any information identified or marked as “Confidential,” “Proprietary,” or similarly marked. The terms of this agreement will also be considered Confidential Information.

b. Neither party will not copy, reproduce, disclose, disseminate or provide any Confidential Information to any third party, without the prior written consent of the disclosing party. In addition, the parties agree that they will use the Confidential Information only for the purpose of carrying out their obligations under this agreement. Upon termination of this agreement for any reason, any recipient will return all Confidential Information and any copies of it to the Disclosing Party and will remove and delete any such Confidential Information for any computers, computer systems or other electronic, magnetic or optical media in its possession or control.

c. Nothing in this agreement will prevent any party from dealing with its own Confidential Information in any manner it deems appropriate.

d. Notwithstanding the above, the following materials will not be deemed confidential:

i. Information which was in the public domain at the time of disclosure

ii. Information which was published or otherwise became part of the public domain after disclosure to the Distributor through no fault of the Distributor; and

iii. Information which was received from a third party who did not acquire it, directly or indirectly, from Erchonia under an obligation of confidence except where required by law.

10. Independent Contractors: It is understood that both Parties are independent contractors and engage in the operation of their own respective businesses. Neither Party will be considered the agent of the other Party for any purpose whatsoever nor does any Party have any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party is fully responsible for its own employees, servants and agents, and the employees, servants and agents of one Party will not be deemed to be employees, servants and agents of the other Party for any purpose.

11. Public Announcements: No party will make any public disclosure or public announcement of any information related to this agreement without the prior consent of the other party.

12. Assignment: No party may assign this agreement or any rights or obligations under this agreement without the prior consent of the other party.

13. Arbitration. The parties intend to negotiate in good faith and resolve any dispute arising under this Agreement. In the event the parties are unable to resolve any such dispute to binding arbitration for settlement in accordance with the rules of the American Arbitration Association. Notwithstanding the foregoing, any party may seek and obtain emergency or preliminary equitable or injunctive relief from any court of competent jurisdiction in order to prevent irreparable injury or to preserve the status quo pending any ruling in arbitration. In any action seeking equitable or injunctive relief pursuant to this paragraph (and notwithstanding any arbitration rule to the contrary), the Court (rather than the arbitrator) will have the power to determine any questions of its jurisdiction or authority to issue such a ruling.

14. General Provisions:

a. Modification: This agreement may only be modified by an agreement in writing signed by both parties.

b. Counterparts: This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

c. Notices. All notices and communications required under this Agreement will be in writing and will be delivered in person, or mailed, postage prepaid, by overnight express carrier, to the address of the parties listed at the beginning of this Agreement, or to any other address as such party designates in a written notice to the other party. All notices sent pursuant to the terms of this section will be deemed received on the date of delivery if personally delivered, or if sent by overnight express carrier, on the next business day immediately following the day sent

d. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provisions hereof.

e. Governing Law. This Agreement shall be governed in all respects by the laws of the United States and the State of Florida, except for conflict of laws provisions. The parties agree that for any dispute, controversy or claim arising out of or in connection with this Agreement, venue and personal jurisdiction shall be in the federal or state court with competent jurisdiction located in Brevard Country, Florida.

f. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the parties hereto with respect to the subject matter, all revisions discussions, promises, representation, and understanding relative thereto, if any, being herein merged.

Erchonia Corporation, LLC     By ______________________________     Title______________________________ InnerScope Hearing Technologies, Inc.     By ______________________________     Title ______________________________  

Exhibits

Exhibit A – Exclusive License Agreement

EX-10.6

Exhibit 10.6

Attachment A

Erchonia CORPORATION

EXCLUSIVe Distributor Agreement

This agreement (“Agreement”) is made by and between Erchonia Corporation. (“Erchonia”) whose address is 650 Atlantis Rd., Melbourne, Florida, USA, 32904 and InnerScope Hearing Technologies Inc, (“Distributor”) whose address is 2151 Professional Drive, Second Floor, Roseville, California, USA, 95661 hereafter referred to collectively as the (“Parties”).

Recitals

A.       Erchonia is engaged in, among other things, the business of developing and promoting low level lasers. Erchonia desires to retain Distributor to promote, distribute and sell such equipment listed in Schedule A (the “Products”).

B. Distributor is engaged in the business of, among other things, selling medical products and services, specifically for the treatment of hearing disorders.

C.       Distributor desires to obtain the exclusive right to distribute the Products pursuant to the terms set for in this Agreement.

D.       The parties agree that these recitals shall be considered a term of this Agreement.

NOW, THEREFORE, the parties agree:

1. Grant of License.

a. Subject to the terms set forth in this agreement, Erchonia grants Distributor the exclusive, non-transferable right and license to promote, distribute and sell the Products identified in Exhibit A to those type of customer specified in Exhibit B and only within the Territory specified in Exhibit B. Distributor shall only distribute or sell the Products to customers who are licensed health care professionals and meet the other requirements set forth in Exhibit B.

b. Erchonia retains the right, in its sole discretion, to add, delete, upgrade, or modify the Products from time to time. Upon receipt of notice of such change, Distributor shall cease to market and distribute earlier versions of the Products and/or Products deleted from Schedule A. Distributor will deliver, at Erchonia’s expense, all recalled, discontinued or products otherwise rendered unmarketable (under the terms of this paragraph) to Erchonia. Erchonia will fully reimburse Distributor for all costs related to the cost of materials and products returned to Erchonia

2. Obligations of Distributor.

a. Distributor shall use its best efforts to market, promote and sell the Products to the authorized customers in the Filed of Use and in the Territory during the term of this agreement.

b. Distributor agrees that during the term of this agreement it meet the minimum performance goals set forth in Exhibit C to this agreement. Failure to meet these minimum performance goals for any period, shall, at Erchonia’s option (i) be considered a breach of this agreement for which Erchonia shall have all the rights and remedies provided for herein upon a breach of this agreement, including termination of this agreement, or (ii) shall give Erchonia to terminate or limit the exclusivity provisions of this agreement

c. Upon Erchonia’s reasonable request, Distributor shall consult with Erchonia regarding Distributor’s marketing and promotion efforts in the Territory and Field of Use and shall cooperate with Erchonia’s reasonable requests regarding Distributor’s marketing and promotional efforts.

d. Distributor shall maintain appropriate records concerning the sales of the Products. Such records shall include at a minimum the name, address and telephone number of each customer, the date of sale, a listing of the Products sold to each customer. Upon Erchonia’s request, Distributor shall provide Erchonia with regular periodic reports including the information described in this paragraph. All such information shall be available for inspection by Erchonia, upon reasonable notice. Distributor shall also maintain such other records related to sales of the Products as Erchonia may reasonably request.

e. Distributor shall pay for all products purchased in a timely manner.

f. Distributor shall not, and may not permit any other person, including customers, to reproduce, distribute, sell or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

g. Distributor will at all times be and represent itself to be an independent distributor, not an agent or employee of Erchonia.

h. Distributor may not make any contracts or commitments on behalf of Erchonia nor make any warranties or other representations regarding the Products other than those authorized herein.

i. Distributor must adhere to and comply with any use recommendations or restrictions for the Products as indicated or recommended by Erchonia. Distributor shall not make any statements, representations, or recommendations inconsistent with any use restriction or limitation.

j. Distributor shall not sell or export the Products outside the United States without prior written consent of Erchonia. To the extent sales of the Products outside the United States are permitted, Distributor will be solely responsible to comply with all applicable import and export laws and regulations.

k. Distributor shall promptly notify Erchonia of any complaint about negative, unwanted, deleterious, or other side effects due to the use of the Products, including the complainant’s name, contact information, and date of complaint.

l. During the term of this agreement Distributor shall at all time act in responsible and professional manner. Distributor shall not do anything which is contrary to or which in Erchonia’s reasonable business judgment is harmful to its honor, goodwill or reputation.

m. Distributor shall at all times comply with all applicable laws and regulations.

3. Restriction on Promotion of Competing Products. During the term of this agreement, Distributor shall not market, sell advertise or promote the sale or use of any product or device which is competitive with or substantially similar to the Products, without the prior express written consent of Erchonia, nor shall they assist any third party in doing so. Notwithstanding the foregoing, to the extent Distributor or Distributor’s customer is a licensed health care professional or licensed health care practitioner, nothing in this paragraph shall prevent or limit Distributor or Distributor’s customer from exercising their independent medical judgment with regard to the treatment of any patient.

4. Orders, Payment, and Shipment.

a. Erchonia agrees to provide Products to Distributor pursuant to orders placed by Distributor in the form of individual purchase orders issued by Distributor to Erchonia. Such purchase orders shall set forth the quantity of each product ordered, the required delivery date, and the point of delivery. The price for the Products shall be as designated in Schedule A. Erchonia may revise its prices from time to time and deliver a written 90 day notice of the reasonable price revision to Distributor; provided that Erchonia agrees that the prices listed in Exhibit A shall not be increased during the first 90 days of this agreement.

b. Erchonia shall submit invoices to Distributor after or concurrent with shipment of Products to Distributor at the delivery address. Distributor shall pay half (1/2) of the purchase price prior to shipment and the remaining balance 30 days after shipment of the Products. Payments received after the 30 day calendar period will be subject to a late fee of 1.5% of the invoice amount. All payments shall be made in U.S. Dollars.

c. Distributor is responsible for all shipping costs and applicable sales taxes. Distributor is also responsible for all customs and duties applicable to any sales of the Products outside the United States, to the extent such sales are authorized or permitted.

5. Expenses and Taxes.

a. Distributor is responsible for any out-of-pocket expenses incurred including but not limited to Products for demonstration, Products for treatment, sales and promotional material, seminar costs including room rental, and travel-related expenses.

b. Distributor is responsible for all federal, state and local taxes attributable to compensation received pursuant to this Agreement, including sales, income, social security, and unemployment.

6. Term and Termination.

a. Unless terminated earlier as provided in this agreement, this Agreement shall have an initial term of three (3) years. This agreement shall automatically renew for a period of three (3) years and upon the parties mutual agreement on new minimum performance goals for the renewal period.

b. Either party may terminate this Agreement in the event of a material breach by the other party, provided the breaching party is first given reasonably detailed, written notice of the breach. If the breach is not cured within ten days of such notice, the Agreement will terminate immediately.

c. This Agreement may be terminated immediately by Erchonia under any of the following conditions: (a) if the Distributor is declared insolvent or bankrupt; (b) if a petition is filed in any court to declare Distributor bankrupt or for reorganization under the Bankruptcy Law or any similar statute and such petition is not dismissed within 30 days.

d. Upon termination of this Agreement by either party, Distributor shall immediately cease using the Trademarks (defined below) and discontinue all representations that it is an authorized distributor of the Products or is in anyway affiliated with Erchonia.

e. Except upon termination due to Distributors breach of this agreement, Erchonia will complete delivery of all purchase orders accepted by it prior to termination of this agreement; provided that Distributor shall remain liable for full payment of all such orders.

f. The provisions of paragraphs 2 (c) (reporting), 7 (Confidentiality), 8 (Protection of Intellectual Property, 10 (Warranty; Limitation of Liability), 11 (Indemnification), 12 (General Provisions) shall survive termination of this agreement.

7. Confidentiality.

a. In connection with this Agreement, the Distributor will have disclosed to it or otherwise have access to information that is confidential and proprietary to Erchonia. Such information includes but is not limited to Product designs, methods and processes, know-how, business or marketing strategies, Product plans, plans for research and development, development tools, financial information, production costs and information, and supplier and customer lists and information and medical research conducted in pursuit of intended medical applications of the product.

b. Distributor will not copy, reproduce, disclose, disseminate or provide any confidential information to any third party, without the prior written consent of Erchonia. In addition, Distributor agrees that it will use such confidential information only for the purpose of carrying out its obligations under this agreement. Upon termination of this agreement for any reason, Distributor will return all such confidential information and any copies of it to Erchonia and will remove and delete any such confidential information for any computers, computer systems or other electronic, magnetic or optical media in its possession or control.

c. Notwithstanding the above, the following materials will not be deemed confidential:

i. Information which was in the public domain at the time of disclosure

ii. Information which was published or otherwise became part of the public domain after disclosure to the Distributor through no fault of the Distributor; and

iii. Information which was received from a third party who did not acquire it, directly or indirectly, from Erchonia under an obligation of confidence except where required by law.

8. Protection of Intellectual Property.

a. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall at all times remain vested in Erchonia, its licensors or assigns.

b. Distributor shall promptly inform Erchonia of any suggested modifications or improvements to the Products and shall, upon Erchonia’s request and at Erchonia’s expense, execute any documents necessary or appropriate to assign or confirm that all intellectual property rights in any modification or improvement related to the Products are fully vested in Erchonia.

c. Distributor shall not modify nor create or attempt to create, by reverse engineering or otherwise, the Products supplied hereunder, or adapt the Products in any way for other uses without Erchonia’s prior written consent

d. Several of the Products may be protected by one or more U.S. or international patents. Distributor shall take reasonable steps to ensure that all patent markings and/or notices for or related to the Products are properly placed on the Products, and on any advertising or marketing materials for the Products, and it shall not remove any such markings, notices or labels from any of the Products or related materials or related advertising or marketing materials.

9. Use of Erchonia Trademarks.

a. All trademarks, including service marks, trade names and trade address that Erchonia uses in connection with the license granted hereunder (the “Trademarks”) are and remain the exclusive property of Erchonia. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any Trademark. The Trademarks include but are not limited to: the names “Erchonia”, “Erchonia Medical”, the phrase “Erchonia, Designs Into the Future”, the Erchonia logo, packaging design, and Product design.

b. During the term of this Agreement, Erchonia grants Distributor a non-exclusive, non-transferable license to use the Trademarks for advertising and promotion of Products. Distributor shall use the Trademarks according to quality standards defined by Erchonia which shall be reasonable and shall be no greater than the standards used by Erchonia for its own advertising and promotion.

c. Upon Erchonia’s request, the Distributor shall at its expense deliver to Erchonia representative samples of labels, advertisements, catalogs, spec sheets, and the like, containing the Trademarks, and to inspect all of Distributors websites, social media accounts and any online information posted by Distributor, to ensure that such Trademarks are used only in a manner complaint with the quality standards. Should such material fail to meet the standards set by Erchonia, as determined by Erchonia in its sole discretion, Distributor shall not use and shall withdraw and retract any promotion or advertising that Erchonia finds unsuitable and will at its expense destroy such materials or make them compliant.

d. All goodwill associated with such trademark use by Distributor inures to the benefit of Erchonia.

10. Warranty; Limitation of Liability.

a. Distributor Warranty. Distributor represents that it has requisite knowledge and experience to provide the products and services contracted for herein.

b. Erchonia Warranty and Warranty Limitations: Other than the written warranty accompanying the Products, Erchonia DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

c. IN NO EVENT SHALL Erchonia BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS.

11. Indemnification.

a. Erchonia shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Distributor as a result of any claim or proceeding against Distributor arising out of or based upon: (i) a claim that the Products infringe upon any U.S. patent, trademark, copyright or other intellectual property rights of any third party, (ii) the products fail to comply with applicable federal law or regulation.

b. Distributor shall promptly notify Erchonia of any suit or claim by a third party relating to the Products or use of the Products and Distributor shall promptly furnished Erchonia with a copy of each communication, notice or other action relating to said claim. Erchonia shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related to any claim for which Erchonia is obligated to indemnify Distributor at Erchonia expense; and Distributor shall provide reasonable information and assistance requested by Erchonia in connection with such claim or suit.

c. Distributor shall indemnify, defend and hold Erchonia harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Erchonia as a result of any claim or proceeding against Erchonia arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Erchonia, if such infringement would have been avoided but for such combination, operation or use; (ii) the modification of the Products by Distributor or its Customers; (iii) any breach of this agreement by Distributor; or (iv) any negligent, grossly negligent, or willful or reckless acts by Distributor, or any of its officers, employees, agents or representatives.

12. General Provisions:

a. Assignment. Distributor may not assign to any person any duties or obligations arising under this Agreement without Erchonia’s prior written consent (which consent may be withheld in Erchonia’s sole discretion). Notwithstanding the foregoing, the Distributor may engage individuals, at the sole expense and responsibility of the Distributor, to assist the Distributor in performing any of the Distributor’s duties or obligations arising under this Agreement. Erchonia may not assign any duties or obligations arising under this Agreement, except to a successor who acquires substantially all of the assets of Erchonia.

b. Arbitration. The parties intend to negotiate in good faith and resolve any dispute arising under this Agreement. In the event the parties are unable to resolve any such dispute to binding arbitration for settlement in accordance with the rules of the American Arbitration Association, the arbitrator will determine the manner in which the parties are to pay the costs of such arbitration, including reasonable attorneys' fees

c. Notices. All notices and communications required under this Agreement will be in writing and will be delivered in person, faxed or mailed, postage prepaid, by overnight express carrier, to the address of the parties listed at the beginning of this Agreement, or to any other address as such party designates in a written notice to the other party. All notices sent pursuant to the terms of this section will be deemed received on the date of delivery if personally delivered or faxed, or if sent by overnight express carrier, on the next business day immediately following the day sent

d. Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provisions hereof.

e. Governing Law. This Agreement shall be governed in all respects by the laws of the United States and the State of Florida, except for conflict of laws provisions. The parties agree that for any dispute, controversy or claim arising out of or in connection with this Agreement, venue and personal jurisdiction shall be in the federal or state court with competent jurisdiction located in Brevard Country, Florida.

f. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the parties hereto with respect to the subject matter, all revisions discussions, promises, representation, and understanding relative thereto, if any, being herein merged.

Dated: .

Erchonia Medical Corporation.     By _____________________     Its _____________________ Distributor:   ________________________ InnerScope Hearing Technologies, Inc.     By _______________________     Its _______________________

Exhibits

Exhibit A – Products and Pricing

Exhibit B – Territory and Field of Use

Exhibit C – Minimum Performance Goals

Rev. IMS 8/29/2018 3:38 PM

SCHEDULE A

ERCHONIA CORPORATION Products and Pricing

Erchonia 3LT Laser – Hearing Products Version (product may be renamed)

All prices are per unit sold excluding freight, duty, and taxes.

Prices will remain in effect for the period of the initial 5 year term.

Wholesale Price

Item       

To Be determined when successful research project is complete.

The parties agree to cooperate in developing a private label version of the above products on the terms the parties may agree. The private label products shall be versions of the above products labeled and packaged to bear the Distributor’s name or the Distributor’s trade name. In addition, customized packaging for the private label products may also be developed on the terms agreed to by the parties. Pricing for the private labeled products may be modified due to any increased costs of production or packaging for the private labeled products. In addition, Erchonia may require reasonable minimum purchasing requirements for each run of private labeled products.

EXHIBIT B

Licensed Territory

Worldwide

Field of Use

The products will be sold only for the use in the treatment of hearing disorders.

Exhibit C

Minimum Performance Goals

Minimum Performance won’t be determined until FDA 50k market clearance is obtained. At that time parties will operate in good faith to set performance goals.

Note: Performance goals to begin 120 days after receipt of FDA market clearance.

EX-99.1

Exhibit 99.1

November 1, 2018

 

InnerScope Hearing Technologies Inc. & Erchonia Corporation to Conduct FDA Clinical Trial for the Treatment of Tinnitus

InnerScope and Erchonia have entered into Joint Development & Exclusive Distribution Agreements and intend to obtain a 510k FDA-Clearance via clinical trial to study the effect on using Erchonia's Low-Level Laser Therapy Technology for the relief of tinnitus symptoms

       

ROSEVILLE, Calif., Nov. 01, 2018 (GLOBE NEWSWIRE) -- via OTC PR WIRE -- InnerScope Hearing Technologies Inc. (OTCQB: INND) has entered into a Joint Development Agreement (the "JD Agreement") and an Exclusive Distribution Agreement (the "ED Agreement") with Erchonia Corporation ("Erchonia"), a world leader in the manufacturing and development of Low-Level Laser Therapy Technology ("3LT") and medical laser equipment using 3LT technology. As part of the JD Agreement, InnerScope and Erchonia will conduct FDA Clinical Research and Trials for the purpose of obtaining 510k FDA-Clearances for devices, technologies, methods and techniques ("Hearing Products") used in the treatment of hearing related conditions and disorders, including Tinnitus, Sensorineural Hearing Loss, Central Auditory Processing Disorders, Dizziness, Vertigo, Balance Disorders, and Meniere's Disease ("Hearing Disorders"). Both the JD and ED Agreements gives InnerScope the exclusive worldwide rights for all designs and any newly developed Erchonia 3LT lasers, related technologies and methods to be used to treat Hearing Disorders. Additionally, the ED Agreement will give InnerScope the exclusive rights and license to commercially distribute such hearing products worldwide.

InnerScope and Erchonia have received approval under FDA regulations from a Institutional Review Board ("IRB") for the initial clinical trial of the effect of Erchonia's low- level laser therapy technology on the relief of tinnitus symptoms. The approved initial clinical trial site will be InnerScope's Value Audiology and Hearing Aid Center in Walnut Creek, California. The IRB also approved InnerScope's Director of Audiology, Dr. Kathy L. Amos, Au.D. Doctor of Audiology, as the Principal Investigator for the trial.

Tinnitus is the perception of sound when no actual external noise is present. While it is commonly referred to as "ringing in the ears," tinnitus can manifest many different perceptions of sound, including buzzing, hissing, whistling, swooshing, and clicking. Approximately 15% to 20% of the world's population suffers from tinnitus. Tinnitus can be a severely debilitating problem, and numerous risk factors have been associated with the development of tinnitus. Those with a hearing impairment have a higher risk for tinnitus, and the associated increase in risk is dependent on the severity of hearing impairment. Furthermore, there is an elevated risk of tinnitus in people with a history of head injury, depressive symptoms, target shooting, arthritis, use of NSAID medications, hypertension, and smoking. In addition, individuals with intolerable tinnitus often suffer from higher rates of anxiety, depression, low self-esteem, and poor quality of life compared to those without tinnitus.

According to the American Tinnitus Association ("ATA") estimates nearly 50 million Americans experience some form of tinnitus and roughly 20 million people struggle with burdensome chronic tinnitus, while 2 million have extreme and debilitating cases. Underlying hearing loss occurs in 90% of all tinnitus sufferers.

Tinnitus is the number One Disability for Veterans. Tinnitus is the most common service related disability among veterans, with over 1.5 million American veterans receiving disability payments for intolerable tinnitus. 60% of veterans returning from Iraq & Afghanistan come home with hearing loss and tinnitus based on information from www.hearinghealthfoundaton.org. With tinnitus claims increasing at an annual rate of 15%, the total cost per year to the U.S. Department of Veterans Affairs for tinnitus related compensation to veterans is expected to have exceeded 3 billion dollars in 2017.

Currently, other than tinnitus maskers or tinnitus management devices that only ease the perceived burden of tinnitus, there is no scientifically validated cure or any FDA-Cleared treatments for temporary relief for most types of tinnitus. InnerScope and Erchonia Hearing Products, when cleared, will be the first FDA-Cleared treatment for relief of tinnitus.

InnerScope and Erchonia expect to be the first to receive a 510k FDA-Clearance for their Hearing Products that are not considered tinnitus "maskers" and/or tinnitus management devices, but offers a treatment protocol for relief of tinnitus symptoms. Both companies anticipate receiving the FDA-Clearance by the end of the third quarter of 2019. InnerScope plans to introduce (depending upon when the 510k FDA-Clearance happens) and commercially market and distribute the tinnitus hearing products to the audiological global market as early as December 2019. In addition, InnerScope plans on working with U.S. Department of Veterans Affairs for using its hearing products for treating the millions of U.S. veterans that suffer from tinnitus.

"Erchonia is the world leader furthering research and development of its Low-Level Laser Technology for multiple medical laser applications," said Steve Shanks, President of Erchonia Corporation. "I would like to thank Mark Moore, InnerScope's Chairman, for contacting us a few years back introducing Erchonia to new medical applications using Erchonia's 3LT Technology for treating hearing disorders. Erchonia has had the pleasure working with Mark and Matthew Moore in developing treatment protocols using Erchonia's 3LT Technology for treating multiple hearing disorders. We look forward to many Erchonia and InnerScope FDA-Cleared devices for treating hearing disorders in the near future.

"Our long-term partnership with the Erchonia, the world leader in 3LT research and technology, has resulted in the first of many opportunities to serve the hearing impaired," said Matthew Moore, CEO of InnerScope Hearing Technologies. "We are confident in a successful clinical outcome using Erchonia's 3LT technology to treat Hearing Disorders. Our Chairman, Mark Moore, has invested critical resources in assisting Erchonia in the development of these Hearing Products, and has witnessed the possibilities with resolute optimism. Once our tinnitus treatment receives the 510k FDA Market Clearance, we plan to market and distribute this worldwide to help the hundreds of millions of people who suffer from tinnitus. InnerScope and Erchonia also intends to obtain more 510k FDA- Clearances by developing more treatment applications for other Hearing Disorders using Erchonia's 3LT technology," Mr. Moore concluded.

About InnerScope Hearing Technologies ("INND")

InnerScope Hearing Technologies (INND) is a rapidly expanding consolidator of the hearing aid industry. Management is applying decades of profitable industry experience and technology to an antiquated and disjointed industry, unlocking scale and efficiency, which will serve all of InnerScope's stakeholders. Its direct-to-consumer model is revolutionizing the industry with its Walmart.com relationship representing a paramount shift in the consumption of hearing aids by the hearing impaired.

In addition InnerScope plans to continue to open, acquire, and operate a physical chain of audiological and retail hearing device clinics. InnerScope's mission is to serve approximately 1.2 billion people around the globe that are suffering with 25 db or greater hearing loss across the entire hearing impaired vertical from R&D and manufacturing through direct consumer sales and services. For more information, please

visit: www.innd.com

About Erchonia CorporationLLC.

A small family company located in Melbourne, Florida, is changing the world with the most advanced non-invasive lasers on the market. Erchonia went from starting in a small garage in 1996 to selling their product in over 50 different countries around the world in 2018. Erchonia has been passionate about researching and developing low level lasers since the beginning with over (15) FDA clearances for treating chronic pain and promoting fat loss. As this family has grown so has the world of non-invasive drug-free healthcare solutions. For more information, please visit: www.erchonia.com

Safe Harbor

This presentation contains forward-looking statements, which relate to future events or InnerScope Hearing Technologies future performance or financial condition. Any statements that are not statements of historical fact (including statements containing the words "believes," "should," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. These forward- looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as result of a number of factors, including those described from time to time in InnerScope Hearing Technologies filings with the Securities and Exchange Commission. InnerScope Hearing Technologies undertakes no duty to update any forward-looking statements made herein.

Contact

InnerScope Hearing Technologies, Inc. Investor Relations

Info@innd.com

916-218-4100

www.innd.com

Institutional Review Boards (IRB) American Tinnitus Association www.hearinghealthfoundaton.org www.erchonia.com

Source: InnerScope Hearing Technologies, Inc.