Form 8-K
8-K — CDT Equity Inc.
Accession: 0001493152-26-046738
Filed: 2026-10-13
Period: 2026-10-06
CIK: 0001896212
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
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EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
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2026-10-06
2026-10-06
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CDT:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember
2026-10-06
2026-10-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 6, 2026
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-41245
87-3272543
(State
or other jurisdiction
(Commission
(I.R.S.
Employer
of
incorporation)
File
Number)
Identification
No.)
4851
Tamiami Trail North, Suite 200, Naples, FL
34103
(Address
of principal executive offices)
(Zip
Code)
(646)
491-9132
(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 (see General Instruction A.2. below):
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.0001 par value per share
CDT
The
Nasdaq Stock Market LLC
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock
CDTTW
The
Nasdaq Stock Market LLC
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 a Material Definitive Agreement.
Senior
Secured Convertible Promissory Note to J.J. Astor & Co.
On
October 6, 2026, CDT Equity Inc. (the “Company”) issued a senior secured convertible note (the “Note”) to J.J.
Astor & Co. (the “Lender”), in the principal amount of $6,750,000 (the “Principal Amount”), to be funded
in two tranches. The Note matures on March 24, 2027 and is payable in twenty-four (24) weekly installments of $168,750 each, commencing
October 14, 2026, subject to increase upon funding of the second tranche. The Note was issued pursuant to the Loan Agreement, dated as
of June 11, 2026, as amended and restated to date (the “Loan Agreement”), between the Company, CDT Equity Ltd. (the “Subsidiary
Guarantor”) and the Lender. In the first tranche, the Company received $3,000,000 (with respect to $4,050,000 of the Principal
Amount) before deducting closing fees, with net proceeds of $2,869,850 funded to the Company. The second tranche of $2,000,000 (with
respect to the remaining $2,700,000 of the Principal Amount) is subject to the satisfaction of certain conditions on or before December
31, 2026, including the effectiveness of a resale registration statement, receipt of stockholder approval, the absence of an event of
default, and a closing bid price of the Company’s Common Stock of not less than $3.00 for the five (5) trading days preceding the
second closing. In connection with the issuance of the Note, the Company also issued to the Lender Common Stock Purchase Warrants (the
“Warrants”) to purchase 225,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise
price of $0.9177 per share. The Warrants are exercisable immediately upon issuance and will expire five years after the issue date.
The
Note is secured by a first priority lien on all right, title, and interest in the Collateral (as defined in the Security and Pledge Agreement
entered into on June 11, 2026, as amended) of the Company and the Subsidiary Guarantor. Eighty percent (80%) of the net proceeds from
the Company’s existing at-the-market offering program with A.G.P./Alliance Global Partners (“A.G.P.”) from sales effected
on or after October 6, 2026 are required to be applied first to the Note until the Note has been paid in full, and only thereafter to
the Company’s Amended and Restated Senior Secured Convertible Note, dated June 11, 2026 (as amended to date, the “Existing
Note”). In addition, the Company is required to apply one hundred percent (100%) of the proceeds received from sales of Common
Stock or Common Stock equivalents pursuant to a resale registration statement or in a financing in which A.G.P. or any other investment
bank acts as underwriter or placement agent, and, without duplication, eighty percent (80%) of the net proceeds of any other financing
(other than sales under the at-the-market offering program) within one business day of receipt, towards prepayment of the Note and continue
making all installment payments required under the Existing Note.
Subject
to applicable limitations, the Lender has the right to convert all or any portion of the outstanding amount of the Note into shares of
Common Stock (the “Conversion Shares”) at a conversion price equal to the greater of (i) seventy percent (70%) of the lowest
closing price of the Common Stock over the twenty (20) consecutive trading days preceding the applicable conversion date, or (ii) $0.18354
(the “Floor Price”), subject to adjustment. On December 11, 2026 and every six (6) months thereafter, the Floor Price will
be adjusted to equal twenty percent (20%) of the lowest closing price of the Common Stock over the twenty (20) consecutive trading days
immediately preceding the applicable reset date, provided that no such adjustment will increase the Floor Price, and the Floor Price
will automatically reset to any lower price at which the Company sells or issues Common Stock or Common Stock equivalents. The Note also
amends the Loan Agreement and the Existing Note to reset the floor price applicable to the Existing Note to the lower of $0.18354 and
the floor price then in effect thereunder, subject to the same adjustments. The Lender is prohibited from converting an amount that would
result in the Lender beneficially owning in excess of 4.99% of the outstanding shares of Common Stock (which the Lender may increase
to 9.99% or 19.99% in its sole discretion, upon written notice to the Company).
Notwithstanding
the foregoing, the issuance of Conversion Shares and Warrant Shares is subject to stockholder approval under the applicable rules and
regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations. The Company agreed to convene a stockholder
meeting to obtain such approval, among other things, no later than November 13, 2026.
The
foregoing description of the Note and Warrants does not purport to be complete and is qualified in its entirety by reference to the full
text of the Note and Warrants, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.
The
Company issued the Note and Warrants, and expects to issue the Conversion Shares and Warrant Shares upon conversion of the Note and exercise
of the Warrants, respectively, in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), provided by Section 4(a)(2) thereunder as a transaction not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
4.1
Form of Common Stock Purchase Warrant
10.1
Senior Secured Convertible Note, dated October 6, 2026, between CDT Equity Inc. and J.J. Astor & Co.
104
Cover
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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.
CDT
EQUITY INC.
October
13, 2026
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Chief
Executive Officer and Chief Financial Officer
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 2
Exhibit 4.1
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON
STOCK PURCHASE WARRANT
CDT
EQUITY INC.
Warrant Shares:
225,000 Issue
Date: October 6, 2026
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, J.J. Astor & Co., a Utah corporation
(“Astor”) or its assigns (together with Astor, the “Holder”) is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the October 6, 2026 Issue Date (the “Initial Exercise
Date”), and on or prior to 5:00 p.m. (New York City time) five years following the Issue Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from CDT Equity Inc., a Delaware corporation (the “Company”), up to 225,000
shares of Common Stock (as subject to adjustment hereunder), the “Warrant Shares” of the Company. The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued in
connection with an additional loan of up to $5,000,000 by Astor to the Company, of which $3,000,000 is funded on the Agreement Date and
$2,000,000 is to be funded upon the satisfaction of certain conditions, as evidenced by a senior secured convertible promissory Note
in an original principal amount of $6,750,000 (the “Additional Note”) and is fully earned and issuable upon execution and
delivery thereof on the Agreement Date (October 6, 2026), and shall be deemed fully earned, vested and non-forfeitable as of the Agreement
Date. This Warrant is in addition to and not in lieu of all warrants previously issued by the Company to Astor, including the Common
Stock Purchase Warrant dated June 11, 2026 and the Common Stock Purchase Warrant issued in connection with the Third Amendment to Loan
Agreement and Third Amendment to Senior Secured Convertible Note dated August 3, 2026 (the “Third Amendment”), the Common
Stock Purchase Warrant dated August 31, 2026 and the Common Stock Purchase Warrant dated September 14, 2026, each of which warrants shall
remain in full force and effect as of the Issue Date of this Warrant, notwithstanding the payment in full of the senior secured convertible
promissory notes dated August 31, 2026 and September 14, 2026 issued by the Company to Astor.
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Loan Agreement (the “Loan Agreement”), dated as of June 11, 2026, as amended and restated as of June 30, 2026, and as amended
by the Second Amendment and the Third Amendment, among the Company, the Subsidiary Guarantor and J.J. Astor & Co., as the same may
be further amended, modified or supplemented from time to time.
Common Stock Purchase Warrant — B-1
“Agreement
Date” shall mean the date of execution and delivery of this Warrant by the Company to Astor.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of Salt Lake City, Utah are
authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” shall have the meaning as that term is defined in the Loan Agreement.
“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address
of 1 State Street, 30th Floor, New York, NY 10004, and any successor transfer agent of the Company.
Section
2. Exercise.
(a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by delivery of a promissory note duly executed by the Holder which shall
be payable in full in cash on a date which shall be the earlier to occur of three (3) Business Days following the Holder’s sale
of the Warrant Shares or seven (7) Business Days following the date of issuance of the Warrant Shares (the “Purchase Note”),
unless the cashless exercise procedure specified in Section 2(c) below is elected by the Holder at the time of issuance of the applicable
Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon
as reasonably practicable, but no later than three (3) Trading Days of the date on which the final Notice of Exercise is delivered to
the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt
of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be more or less than the amount stated on the face hereof, including as a result of adjustments pursuant
to Section 3.
Common Stock Purchase Warrant — B-2
(b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.9177, being the closing price of the
Common Stock on October 5, 2026, subject to adjustment hereunder (the “Exercise Price”). Unless the cashless exercise provisions
of Section 2(c) below shall be applicable, the Exercise Price for the Warrant Shares being purchased shall be paid in full by the Holder’s
issuance and delivery to the Company of the Purchase Note.
(c)
Cashless Exercise. This Warrant may be exercised at any time, in whole or in part, at such time by means of a “Cashless
Exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the Closing Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such
Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the
Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a
Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the Closing Price on the date of the applicable Notice of Exercise
if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section
2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
Common Stock Purchase Warrant — B-3
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(c).
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
are then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30
a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the bid price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.
“Closing
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
are then listed or quoted on a Trading Market, the closing price of the Common Stock for such date (or the nearest preceding date) on
the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:00 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market
(“OTCQX”) is not a Trading Market, the closing price of the Common Stock for such date (or the nearest preceding date) on
OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the
Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.
Common Stock Purchase Warrant — B-4
(d)
Mechanics of Exercise.
(i)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by
the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) two (2) Trading Days after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery
of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the
delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice
of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for
any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the Closing Price of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to
$20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is
a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement
Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market
with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
(ii)
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
(iii)
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
Common Stock Purchase Warrant — B-5
(iv)
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
(v)
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all
Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
(vi)
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
Common Stock Purchase Warrant — B-6
(e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder,
the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which
such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. The Holder, upon written notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event shall exceed 19.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant
held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation
shall be effective immediately upon delivery of such notice to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.
(f)
No Stockholder Approval Required. Except for the stockholder approval contemplated by Section 2(i) of the Additional Note with
respect to Warrant Shares in excess of the Maximum Conversion Shares (as defined in the Loan Agreement), no approval of the Company’s
stockholders is required in connection with the issuance of this Warrant or the issuance of the Warrant Shares upon exercise hereof,
and, subject to Section 5(q), the Company shall issue the Warrant Shares upon any exercise of this Warrant in accordance with Section
2(d) without regard to any such approval.
Common Stock Purchase Warrant — B-7
Section
3. Certain Adjustments.
(a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or Common Stock Equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of the Reverse Split contemplated by the Loan Agreement) outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock subject to such event immediately
before such event and of which the denominator shall be the number of shares of Common Stock into which such shares are combined, subdivided
or reclassified as a result of such event, in each case determined solely by reference to the ratio of such event and without regard
to any other issuance, sale, repurchase or cancellation of Common Stock, and the number of shares issuable upon exercise of this Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
(b)
Subsequent Equity Sales. If the Company shall at any time or from time to time, while this Warrant is outstanding, issue, sell
or otherwise dispose of any shares of Common Stock or Common Stock Equivalents (including, without limitation, any sale of Common Stock
effected under or pursuant to any at-the-market offering, equity line of credit or similar program, including the ATM Financing) without
consideration or for a consideration per share that is less than the Exercise Price then in effect (the “Lower Priced Securities”)
then in such event the Exercise Price of the Warrant shall automatically be lowered to the consideration per share received or receivable
in respect of such Lower Priced Securities. This Section 3(b) shall apply to each such issuance, sale or disposition on a continuing
basis, and no exception shall apply by reason of any such issuance constituting an Exempt Issuance or otherwise. Any adjustment pursuant
to this Section 3(b) shall reduce the Exercise Price only, and shall not increase or otherwise change the number of Warrant Shares issuable
upon exercise of this Warrant.
Common Stock Purchase Warrant — B-8
(c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
(d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding
Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock
or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date
of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder,
as described below, an amount of consideration equal to the Black Scholes Value (as defined below) of the remaining unexercised portion
of this Warrant on the date of the consummation of such Fundamental Transaction, provided, however, that, if the Fundamental Transaction
is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled
to receive from the Company or any Successor Entity, as of the date of the consummation of such Fundamental Transaction the same type
or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of this Warrant,
that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether
that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice
to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided further, that if holders
of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock
will be deemed to have received shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date, (B) an expected volatility equal to 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing
a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction,
(C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered
in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest
Closing Price during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction
(or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request
pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable
Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by
wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective
date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company
is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under
this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the
Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally
with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall
assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect
as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein.
Common Stock Purchase Warrant — B-9
(e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
(f)
Notice to Holder.
(i)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
(ii)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
(g)
Semi-Annual Reset. On each date that is six (6) months after the Issue Date and on each date that is six (6) months thereafter
for so long as this Warrant remains outstanding (each, a “Reset Date”), the Exercise Price shall be reduced (but not increased)
to equal the lowest Closing Price of the Common Stock during the twenty (20) consecutive Trading Days immediately preceding such Reset
Date, if such lowest Closing Price is lower than the Exercise Price then in effect, and, upon each such reduction, the number of Warrant
Shares issuable upon exercise of this Warrant shall simultaneously be increased such that the aggregate Exercise Price payable upon exercise
of this Warrant in full immediately after such reset equals the aggregate Exercise Price payable upon exercise of this Warrant in full
immediately prior to such reset. Any reset pursuant to this Section 3(g) shall be in addition to, and shall not limit, any other adjustment
provided for in this Section 3, and the Company shall deliver notice of each such reset in accordance with Section 3(f)(i). For the avoidance
of doubt, if the Company effects a reverse stock split or other combination of the Common Stock and the trading price of the Common Stock
thereafter declines, both Section 3(a) and this Section 3(g) shall apply: Section 3(a) shall adjust the Exercise Price and the number
of Warrant Shares proportionately upon the reverse stock split, and on the next Reset Date the Exercise Price shall be reduced based
on post-split trading prices and the number of Warrant Shares shall be increased as provided above, so that the aggregate Exercise Price
payable upon exercise of this Warrant in full remains unchanged. Solely by way of illustration and using hypothetical figures: if this
Warrant is exercisable for 1,000,000 Warrant Shares at an Exercise Price of $1.00 (an aggregate Exercise Price of $1,000,000) and the
Company effects a one-for-ten reverse stock split, then pursuant to Section 3(a) this Warrant would thereupon be exercisable for 100,000
Warrant Shares at an Exercise Price of $10.00 (the aggregate Exercise Price remaining $1,000,000); and if the lowest Closing Price of
the Common Stock during the twenty (20) consecutive Trading Days immediately preceding the next Reset Date is $4.00, then on such Reset
Date the Exercise Price would be reduced to $4.00 and the number of Warrant Shares would be increased to 250,000 (the aggregate Exercise
Price remaining $1,000,000).
Common Stock Purchase Warrant — B-10
Section
4. Transfer of Warrant.
(a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in the Loan Agreement,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date, and
the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
Common Stock Purchase Warrant — B-11
(c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.
(d)
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, as the case may be, comply with the provisions of the Loan Agreement and Registration Rights Agreement.
(e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act.
Section
5. Miscellaneous.
(a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
(b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
(c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
Common Stock Purchase Warrant — B-12
(d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
(e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Loan Agreement.
(f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
Common Stock Purchase Warrant — B-13
(g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Loan Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs
and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall
be delivered in accordance with the notice provisions of the Loan Agreement.
(i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
(j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
(k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
(l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
(m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
(n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
Common Stock Purchase Warrant — B-14
(o)
Legends. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement, after the effective
date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice
of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended
shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration
Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included
as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.
(p)
Registration Rights Agreement. The Registration Rights Agreement shall apply for the registration of Warrant Shares issuable upon
exercise of this Warrant; provided that, notwithstanding anything to the contrary in the Registration Rights Agreement, the Company shall
cause a Resale Registration Statement covering all “Registrable Securities” (as defined in the Registration Rights Agreement)
to be declared effective by the SEC no later than sixty (60) days after the Issue Date (or, if such day is not a Business Day, the immediately
preceding Business Day).
(q)
Compliance with Exchange Rules. The Holder shall not be entitled to exercise any portion of the Warrants if such exercise would
require prior shareholder approval for the issuance of such shares pursuant to applicable Nasdaq rules and regulations.
[SIGNATURE
PAGE FOLLOWS]
Common Stock Purchase Warrant — B-15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of October 6, 2026.
CDT
EQUITY INC.
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Chief
Executive Officer
Common Stock Purchase Warrant — B-16
ANNEX
A TO WARRANT
NOTICE
OF EXERCISE
TO:
CDT EQUITY INC.
(1)
The undersigned hereby elects to purchase _______________________ Warrant Shares of the Company pursuant to the terms of the
attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[ ] by delivery of a Purchase Note in accordance with Section 2(a) of the Warrant; or
[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
___________________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
___________________________________
(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: __________________________________
Signature
of Authorized Signatory of Investing Entity: __________________________________________
Name
of Authorized Signatory: ___________________________
Title
of Authorized Signatory: ____________________________
Date:
__________________________
Common Stock Purchase Warrant — B-17
ANNEX
B TO WARRANT
ASSIGNMENT FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
__________________________________
Address:
__________________________________
Phone
Number: __________________________________
Address: __________________________________
Dated:
__________________________________
Holder’s
Signature: __________________________________
Holder’s
Address: __________________________________
Common Stock Purchase Warrant — B-18
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
Senior
Secured Convertible Note
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.
Original
Issue Date: October 6, 2026
Funding
Amount
$
5,000,000
Final
Maturity Date: March 24, 2027
Original
Principal Amount:
$
6,750,000
CDT
EQUITY INC.
SENIOR SECURED CONVERTIBLE NOTE
THIS
SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of CDT Equity Inc., a Delaware corporation
(the “Company”), designated as its original issue discount senior secured convertible installment promissory note
(the “Note”).
FOR
VALUE RECEIVED, the Company promises to pay to the order of J.J. Astor & Co. (the “Lender”) or any other
subsequent holder of this Note (together with the Lender, the “Holder”), the Original Principal Amount of this Note
as set forth above, issued pursuant to the Loan Agreement, which shall be funded in two tranches as provided in Section 1 and Section
2(n), with $4,050,000 of the Original Principal Amount outstanding from the funding of the first tranche and the remaining $2,700,000
outstanding only upon the funding of the second tranche on the Second Closing Date, in twenty-four (24) weekly installments of $168,750.00
each (subject to increase upon the Second Closing Date pursuant to Section 2(n)) (the “Weekly Installment Payments”)
commencing on October 14, 2026 and thereafter on each succeeding Wednesday until this Note has been paid in full, and in any event on
or before the Final Maturity Date as set forth above, or such earlier date as provided in the definition of “Maturity Date”
in Section 1. This Note is subject to the following additional provisions:
Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note: (a) capitalized terms not
otherwise defined herein shall have the meanings set forth in the Loan Agreement, and (b) the following terms shall have the following
meanings:
“AGP,”
“ATM Financing,” and “Payment Direction Agreement” shall have the meanings as those terms are defined
in the Loan Agreement.
“Ascent-Sarborg
Purchase Agreements” shall have the meaning as that term is defined in the Loan Agreement.
1
“Bankruptcy
Event” means any of the following events: (a) the Company or any “Significant Subsidiary” (as such term is defined
in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any
Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary thereof any such case or proceeding that is not dismissed
within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any
order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof
suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed
within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for
the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging
a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in any legal proceeding
that it is generally unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or
failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other
action for the purpose of effecting any of the foregoing.
“Business
Day” shall have the meaning as that term is defined in the Loan Agreement.
“Change
of Control Transaction” means the occurrence after the date hereof of any of: (a) an acquisition after the date hereof by an
individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective
control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%
of the voting securities of the Company (other than by means of conversion of Note), (b) the Company or its significant Subsidiaries
merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company or its significant Subsidiaries
and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50%
of the aggregate voting power of the Company or the successor entity of such transaction or less than 50% of the equity of its Subsidiaries,
(c) the Company sells or transfers all or substantially all of its assets or the assets of its Subsidiaries to another Person and the
stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity
immediately after the transaction, or (d) the execution by the Company of an agreement to which the Company is a party or by which it
is bound, providing for any of the events set forth in clauses (a) through (c) above.
“Closing
Price” means, for any date, the closing price of the Common Stock on its principal Trading Market on such date (or, if such
date is not a Trading Day, on the immediately preceding Trading Day), as reported by Bloomberg L.P., or, if no such price is so reported,
the fair market value of a share of Common Stock as determined in good faith by the Holder.
2
“Common
Stock” and “Common Stock Equivalents” shall have the meanings as those terms are defined in the Loan Agreement.
“Contingent
Obligation” means, with respect to any Loan Party any obligation of such Loan Party guaranteeing or intended to guarantee any
Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit
in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Loan Party of the obligation
of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other
party or parties to an agreement, and (c) any obligation of such Loan Party, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or
payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided,
however, that the term “Contingent Obligation” shall not include any product warranties extended in the ordinary course
of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the
primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation
for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated
or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Loan Party is required to perform thereunder),
as determined by such Loan Party in good faith.
“Conversion
Price” shall have the meaning as that term is defined in the Loan Agreement.
“Conversion
Price Formula” shall have the meaning as that term is defined in the Loan Agreement.
“Conversion
Price Reductions” shall have the meaning as that term is defined in the Loan Agreement.
“Conversion
Shares” shall have the meaning as that term is defined in the Loan Agreement.
“DACA”
shall have the meaning as that term is defined in the Loan Agreement.
“Default
Amount” means, if an Event of Default shall occur, the sum of: (1) the amount obtained by multiplying (x) the
Outstanding Principal Amount of this Note by (y) 120% (the “Default Principal Amount”), plus (2) default interest
on such Default Principal Amount at the rate of 24% per annum, compounded daily, and all other amounts, costs, expenses, and liquidated
damages due under or in respect of this Note, if any.
3
“Equity
Receipts” shall have the meaning as that term is defined in the Loan Agreement.
“Escrow
Agreement” shall have the meaning as that term is defined in the Loan Agreement.
“Event
of Default” shall have the meaning set forth in Section 5(a).
“Existing
Note” has the meaning set forth in Section 2(g).
“Existing
Note Installment Payments” means the minimum weekly installment payments required to be paid by the Company in respect of the
Existing Note pursuant to the Third Amendment.
“Extraordinary
Receipts” shall have the meaning as that term is defined in the Loan Agreement.
“Funding
Amount” means $5,000,000 as set forth on the first page of this Note, to be funded in two tranches: (a) $3,000,000 advanced
by the Lender to the Company on October 6, 2026 (the “First Tranche Funding Amount”), and (b) $2,000,000 to be advanced by
the Lender to the Company on the Second Closing Date, subject to the conditions set forth in Section 2(n) (the “Second Tranche
Funding Amount”), each to be applied in accordance with the Funds Flow Agreement attached hereto as Exhibit A.
“Funds
Flow Agreement” shall mean the agreement among the Company and the Lender constituting Exhibit A annexed hereto.
“Indebtedness”
means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of
such Person for the deferred purchase price of property or services (other than trade payables and accrued expenses or other accounts
payable incurred in the ordinary course of such Person’s business); (c) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments or upon which interest payments are customarily made; (d) all reimbursement, payment or other obligations
and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property
used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited
to repossession or sale of such property, (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities,
contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities other than obligations and
liabilities that are cash collateralized on terms reasonably satisfactory to the Lender; (g) all net obligations and liabilities, calculated
on a basis reasonably satisfactory to the Lender and in accordance with accepted practice, of such Person under Hedging Agreements; (h)
all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under
any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all Contingent Obligations;
and (j) all obligations referred to in clauses (a) through (i) of this definition of another Person secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even
though such Person has not assumed or become liable for the payment of such Indebtedness, provided, however that if recourse in respect
of any Indebtedness of the foregoing is limited to specific assets, then such Indebtedness shall be deemed to be equal to the lesser
of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the asset encumbered thereby as determined by
such Person in good faith; provided further, that Indebtedness shall not include (i) purchase price holdbacks arising in the ordinary
course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of
the seller of such asset, (ii) endorsements of checks or drafts arising in the ordinary course of business, (iii) preferred Equity Interests
to the extent permitted under the Loan Agreement and (iv) any earnout or similar purchase price obligation until such obligation is required
to be reflected on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture in which such Person is a general partner or a joint venturer, so long as, in the case of a joint
venture, such Indebtedness is recourse to any Loan Party. For the avoidance of doubt, “Indebtedness” shall exclude operating
leases.
4
“Loan
Agreement” means the Loan Agreement, dated as of June 11, 2026, as amended and restated as of June 30, 2026, and as amended
by that certain Second Amendment to Loan Agreement and Second Amendment to Senior Secured Convertible Note dated July 31, 2026 (the “Second
Amendment”) and by the Third Amendment dated August 3, 2026, among the Company, the Subsidiary Guarantor and the Lender, as the
same may be further amended, modified, or supplemented from time to time in accordance with its terms.
“Mandatory
Prepayments” shall mean 100% of all Existing Note Installment Payments required to be paid by the Company pursuant to the Third
Amendment.
“Mandatory
Prepayment Dates” shall mean the dates on which Existing Note Installment Payments are required to be paid by the Company pursuant
to the Third Amendment.
“Maturity
Date” shall mean March 24, 2027, or such earlier date on which this Note is required to be prepaid or is accelerated by the
Holder pursuant to Section 5(b).
“Maximum
Conversion Shares” shall have the meaning as that term is defined in the Loan Agreement.
“Minimum
Installment Payment” has the meaning set forth in Section 2(a).
“Most
Favored Nations Agreement” shall have the meaning as that term is defined in the Loan Agreement.
“Original
Issue Date” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the
number of instruments which may be issued to evidence such Note.
5
“Original
Principal Amount” means $6,750,000 as set forth on the first page of this Note, consisting of (a) $4,050,000 in respect of
the First Tranche Funding Amount, which is outstanding from the Original Issue Date, and (b) $2,700,000 in respect of the Second Tranche
Funding Amount, which shall become outstanding only upon the funding of the Second Tranche Funding Amount on the Second Closing Date.
Until the Second Closing Date, the Original Principal Amount, the Outstanding Principal Amount, the Payment Amount and the Default Amount
shall be determined solely by reference to the $4,050,000 first-tranche portion.
“Outstanding
Principal Amount” means at any point in time the Original Principal Amount less, without duplication, all Minimum Installment
Payments made, any Mandatory Prepayment(s), any amounts applied to this Note under Section 2(e) or Section 2(g), and any portion of the
Payment Amount converted into Conversion Shares under Section 2(j), if any.
“Payment
Amount” means, at any point in time with respect to the Note at any time, the sum of: (a) the Original Principal Amount
of this Note or the Default Amount (as applicable), at such time, less (b) without duplication, all Minimum Installment Payments
and any Mandatory Prepayments previously made, any amounts previously applied to this Note under Section 2(e) or Section 2(g), and any
portion of the Payment Amount previously converted into Conversion Shares under Section 2(j), if any, plus (c) all other amounts,
costs, expenses, and liquidated damages due under or in respect of this Note.
“Payment
Notice” means the written notice to be provided by the Lender to the Company pursuant to which the Lender shall specify the
manner in which the Lender intends to receive Weekly Installment Payments, either (a) in cash paid by the Company or pursuant to the
Payment Direction Agreement or (b) by issuance of immediately salable Conversion Shares which have been registered for resale under the
Securities Act pursuant to the Registration Rights Agreement or which are otherwise exempt from the registration requirements of the
Securities Act.
“Principal
Amount” means, with respect to the Note at any time, the then Outstanding Principal Amount of such Note; provided that
from and after the occurrence of an Event of Default the Principal Amount shall be the Default Amount.
“Scheduled
Payment Date” means Wednesday, October 14, 2026 and each Wednesday thereafter until this Note has been paid in full.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary
Guarantor” shall mean CDT Equity Ltd., a company incorporated in England and Wales.
6
“Third
Amendment” shall mean the Third Amendment to Loan Agreement and Third Amendment to Senior Secured Convertible Note dated August
3, 2026 among the Company, the Subsidiary Guarantor and the Lender, which was approved by the Company stockholders on August 28, 2026.
“Trading
Market” has the meaning as that term is defined in the Loan Agreement.
“Transfer
Agent Instructions” has the meaning as that term is defined in the Loan Agreement.
“Utah
Courts” shall have the meaning set forth in Section 6(e).
“Warrant”
means the Warrant to purchase 225,000 shares of Company Common Stock (subject to adjustment as provided therein) in the form annexed
hereto as Exhibit B.
“Warrant
Shares” has the meaning as that term is defined in the Warrant.
Section
2. Methods of Payment, Prepayment; Interest.
(a)
Minimum Installment Payments. On each Scheduled Payment Date, the Company or AGP pursuant to the Payment Direction Agreement shall
make Weekly Installment Payments of the Outstanding Principal Amount under this Note in an amount of not less than $168,750.00 (as increased
pursuant to Section 2(n)) (each a “Minimum Installment Payment”) until the entire Payment Amount (or, if an Event
of Default shall have previously occurred, the entire Default Amount) shall have been paid in full. On the Maturity Date, the entire
then Payment Amount (or, if an Event of Default shall have previously occurred, the entire Default Amount) shall become immediately due
and payable. If any Scheduled Payment Date falls on a day that is not a Business Day, the Minimum Installment Payment shall instead be
due and payable on the immediately preceding Business Day.
The
Scheduled Payment Dates and the Minimum Installment Payments due on each such date are set forth in the following schedule (subject to
adjustment upon the Second Closing Date pursuant to Section 2(n)):
No.
Scheduled Payment Date
Minimum Installment
Outstanding Principal
1
October 14, 2026
$ 168,750.00
$ 3,881,250.00
2
October 21, 2026
$ 168,750.00
$ 3,712,500.00
3
October 28, 2026
$ 168,750.00
$ 3,543,750.00
4
November 4, 2026
$ 168,750.00
$ 3,375,000.00
5
November 11, 2026
$ 168,750.00
$ 3,206,250.00
6
November 18, 2026
$ 168,750.00
$ 3,037,500.00
7
November 25, 2026
$ 168,750.00
$ 2,868,750.00
8
December 2, 2026
$ 168,750.00
$ 2,700,000.00
9
December 9, 2026
$ 168,750.00
$ 2,531,250.00
10
December 16, 2026
$ 168,750.00
$ 2,362,500.00
11
December 23, 2026
$ 168,750.00
$ 2,193,750.00
12
December 30, 2026
$ 168,750.00
$ 2,025,000.00
13
January 6, 2027
$ 168,750.00
$ 1,856,250.00
14
January 13, 2027
$ 168,750.00
$ 1,687,500.00
15
January 20, 2027
$ 168,750.00
$ 1,518,750.00
16
January 27, 2027
$ 168,750.00
$ 1,350,000.00
17
February 3, 2027
$ 168,750.00
$ 1,181,250.00
18
February 10, 2027
$ 168,750.00
$ 1,012,500.00
19
February 17, 2027
$ 168,750.00
$ 843,750.00
20
February 24, 2027
$ 168,750.00
$ 675,000.00
21
March 3, 2027
$ 168,750.00
$ 506,250.00
22
March 10, 2027
$ 168,750.00
$ 337,500.00
23
March 17, 2027
$ 168,750.00
$ 168,750.00
24
March 24, 2027
$ 168,750.00
$ 0.00
7
(b)
Mandatory Prepayments. Subject to Section 2(g) and Section 6(j), the Company or the Subsidiary Guarantor shall also pay to the
Lender 100% of all Existing Note Installment Payments required to be paid by the Company pursuant to the Third Amendment, in addition
to the Minimum Installment Payments due under this Note. All amounts received by the Lender from or on behalf of the Company or the Subsidiary
Guarantor, whether in cash, from Equity Receipts or Extraordinary Receipts, or from any other source (other than the Lender’s share
of ATM Financing net proceeds under Section 2(g), which shall be applied in the order of priority set forth in Section 2(g)), shall be
applied first to the Payment Amount of this Note until this Note has been paid in full, and only thereafter to the Existing Note. Amounts
so applied shall satisfy, and be credited against, the Mandatory Prepayments required by this Section 2(b) and the Minimum Installment
Payments due under Section 2(a), in each case in the order of last maturing Indebtedness, and no such application shall relieve the Company
of its obligation to pay each Minimum Installment Payment in full on its Scheduled Payment Date.
(c)
Conversion Notice; Delivery of Conversion Shares. The Lender may elect to convert all or any portion of the Payment Amount into
Conversion Shares in accordance with Section 2(j). Any Conversion Shares so issued shall have been fully registered for resale under
the Securities Act or shall be eligible for resale pursuant to an available exemption from registration, including Rule 144, and shall
in either case be immediately salable by the Lender without restrictive legend and without volume or manner-of-sale limitations. The
Lender shall give the Company written notice of such election (the “Conversion Notice”). The Company shall deliver
the Conversion Shares to the Lender or to the brokerage account designated by the Lender within two (2) Business Days following its receipt
of the Conversion Notice. For the avoidance of doubt, if the Company fails to timely deliver the specified amount of Conversion Shares
in accordance with the Conversion Notice, it shall constitute an Event of Default under this Note. The Lender shall not be entitled to
convert any portion of the Note to the extent that, after giving effect to such conversion, the Lender (together with its affiliates)
would beneficially own in excess of 4.99% of the then-outstanding shares of the Company’s common stock (the “Beneficial
Ownership Cap”) which the Lender may, in its sole discretion, increase to 9.99% or 19.99% upon written notice to the Company,
effective immediately upon delivery of such notice. If the Company fails to cause its transfer agent to deliver the Conversion Shares
to the Lender on or before the second (2nd) Business Day following its receipt of the Conversion Notice (the “Share Delivery Date”),
then, in addition to any other right or remedy of the Lender, the Company shall pay to the Lender in cash, as liquidated damages and
not as a penalty, $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Share Delivery Date)
for each $1,000 of principal and interest being converted, for each Trading Day after the Share Delivery Date until such Conversion Shares
are delivered. In addition, the Buy-In provisions of Section 3.12 of the Third Amendment shall apply, mutatis mutandis, to any failure
by the Company to deliver Conversion Shares hereunder by the Share Delivery Date.
8
(d)
Change of Control. Upon a Change of Control Transaction, the Company shall pay to the Holder, in cash, an amount equal to 120%
of the then Payment Amount, which shall be immediately due and payable.
(e)
Equity Receipt Prepayment. In addition to the provisions of Section 2(b), the Outstanding Principal Amount of this Note, plus
any accrued and unpaid interest hereon (if any), shall be subject to mandatory prepayment to the extent of any Equity Receipts received
by the Company from consummation of the sale of Common Stock or Common Stock Equivalents, whether pursuant to a resale registration statement
or upon a financing in which AGP or any other investment bank shall act as underwriter or placement agent (each an “Equity Receipt
Prepayment”). Any such Equity Receipt Prepayment shall be applied to the Minimum Installment Payments in the order of last
maturing Indebtedness. In addition, if at any time prior to payment in full of this Note the Company consummates any financing, capital
raise or sale of securities (other than sales of Common Stock pursuant to the ATM Financing, which are governed by Section 2(g)), the
Company shall, in addition to and without duplication of any Equity Receipt Prepayment under the first sentence of this Section 2(e)
(which shall apply to 100% of such Equity Receipts), within one (1) Business Day of receipt thereof, apply an amount equal to eighty
percent (80%) of the net proceeds thereof to prepay the Payment Amount of this Note, and amounts so applied shall be credited against
the remaining Minimum Installment Payments in the order of last maturing Indebtedness. Notwithstanding Section 3.10 of the Third Amendment,
such amounts shall be applied first to this Note until this Note has been paid in full.
(f)
Default Amount. From and after the occurrence of an Event of Default, the Outstanding Principal Amount of this Note shall increase
to the Default Amount and this Note shall bear interest accruing at twenty-four percent (24%) per annum, compounded daily and calculated
on the basis of a 360-day year, until payment in full.
(g)
ATM Waterfall Priority. Notwithstanding anything to the contrary in the Loan Agreement, the Third Amendment, the Payment Direction
Agreement or Section 2(e) of this Note, eighty percent (80%) of the net proceeds of all sales of Common Stock under the ATM Financing
effected on or after the Original Issue Date shall be paid to the Lender and applied first to the Payment Amount of this Note until this
Note has been paid in full, and only thereafter to the indebtedness evidenced by the Amended and Restated Senior Secured Convertible
Note, as amended by the Third Amendment (the “Existing Note”). The Company acknowledges and agrees that, as of the
Original Issue Date of October 6, 2026, the outstanding balance of the Existing Note is [$2,675,805.50], which continues to accrue interest
at the rate of twenty-four percent (24%) per annum, compounded daily, until paid in full, and that such balance and the obligations of
the Company under the Existing Note are not subject to any defense, offset, counterclaim or reduction. For the avoidance of doubt, all
net proceeds of the ATM Financing payable to the Lender shall be applied first to this Note until this Note has been paid in full, and
then to the Existing Note until the Existing Note has been paid in full. The Company shall cause AGP to remit all net proceeds of ATM
Financings to the deposit account maintained at East West Bank that is subject to the DACA and over which the Lender has control (the
“DACA Account”). On or before the Original Issue Date, the Company shall deliver to the Lender an amendment to the
Payment Direction Agreement, in form and substance satisfactory to the Lender and countersigned by AGP, irrevocably directing AGP to
remit all net proceeds of ATM Financings directly to the DACA Account and confirming that such direction supersedes any prior remittance
instruction given to AGP under the Payment Direction Agreement; the Company’s failure to deliver such amendment, or any revocation
or modification thereof without the Lender’s prior written consent, shall constitute an immediate Event of Default. Promptly following
receipt of any net proceeds of ATM Financings in the DACA Account, the Lender shall apply eighty percent (80%) thereof in the order of
priority set forth above and shall remit the remainder to the Company. Until this Note and the Existing Note have each been paid in full,
the Company shall effect sales of Common Stock under the ATM Financing, and shall maintain the ATM Financing in effect together with
a currently effective registration statement and prospectus supplement covering such sales, in amounts sufficient to deliver to the Lender
net proceeds sufficient to pay the Payment Amount of this Note in full and, thereafter, to pay all Existing Note Installment Payments
then past due and to keep the Existing Note current until the Existing Note has been paid in full. The Company shall not suspend, terminate,
reduce or fail to instruct sales under the ATM Financing without the Lender’s prior written consent, and any failure to comply
with this paragraph shall constitute an immediate Event of Default under this Note and the Existing Note. This paragraph shall survive
the payment in full, satisfaction and cancellation of this Note.
9
(h)
Registration Statement. Notwithstanding Section 2.3 of the Second Amendment, the Company shall file with the SEC, within thirty
(30) days after the Original Issue Date, a registration statement registering for resale (i) two hundred percent (200%) of the number
of shares of Common Stock issuable upon conversion in full of the Outstanding Principal Amount of this Note (assuming the funding of
the Second Tranche Funding Amount, such that the entire $6,750,000 Original Principal Amount is outstanding), together with all accrued
and unpaid interest, if any, hereon through the Maturity Date, and (ii) two hundred percent (200%) of the number of shares of Common
Stock issuable upon conversion in full of the outstanding principal balance of the Existing Note, less the number of such shares then
registered for resale under the Company’s registration statement on Form S-1 (File No. 333-298808), together with all accrued and
unpaid interest thereon through its stated maturity, in each case calculated at the Floor Price in effect on the date of filing and without
regard to the Maximum Conversion Shares, any exchange cap or the Beneficial Ownership Cap, together with all of the shares of Common
Stock issuable upon exercise in full of the Warrant and of each other warrant previously issued by the Company to the Lender, including
the Common Stock Purchase Warrant dated June 11, 2026, the Common Stock Purchase Warrant issued in connection with the Third Amendment,
the Common Stock Purchase Warrant dated August 31, 2026 and the Common Stock Purchase Warrant dated September 14, 2026, and any Make
Whole Shares. All shares so registered shall constitute Registrable Securities under the Registration Rights Agreement. The Company shall
cause such registration statement to be declared effective by the SEC within sixty (60) days after the Original Issue Date. No Registration
Event shall be deemed to occur under Section 3.13 of the Third Amendment by reason of (i) the filing of such registration statement occurring
within thirty (30) days after the Original Issue Date or (ii) the effectiveness thereof occurring within sixty (60) days after the Original
Issue Date, in each case in respect of all outstanding balances of this Note and the Existing Note and all Registrable Securities registered
or required to be registered thereunder. The Company acknowledges that its registration statement on Form S-1 (File No. 333-298808),
declared effective in September 2026, registers only a portion of the shares required to be registered hereunder, and that such shares
were further reduced by the one-for-twenty-five (1-for-25) reverse stock split effective September 28, 2026; the Company shall therefore
file a new registration statement covering all remaining shares required to be registered hereunder. Each registration statement filed
under this Section 2(h) shall also cover, pursuant to Rule 416 under the Securities Act, such indeterminate number of additional shares
of Common Stock as may become issuable as a result of any stock split, stock dividend or similar transaction. If the SEC limits the number
of shares that may be registered, the Company shall register the maximum number permitted and shall file one or more additional registration
statements covering the remaining shares at the earliest date permitted by the SEC. The Company shall keep each such registration statement
continuously effective until all shares covered by it have been sold or may be sold without restriction under Rule 144.
(i)
Stockholder Approval Upon Request. If at any time while this Note or the Warrant remains outstanding the Lender so requests in
writing, the Company shall, within forty-five (45) days after such request, call a special meeting of its stockholders for the purpose
of obtaining the approval of the Company’s stockholders, under applicable rules of The Nasdaq Stock Market LLC, of the issuance
of the Conversion Shares and the Warrant Shares, and shall use its reasonable best efforts to hold such meeting as promptly as practicable
thereafter, to solicit proxies in favor of such approval and to cause its board of directors to recommend that stockholders vote in favor
thereof. In any event, the Company shall seek approval of the transactions contemplated by this Note and the Warrant, including the issuance
of the Conversion Shares and the Warrant Shares issuable hereunder and thereunder, at the same stockholder meeting required by Section
2(l)(i), and in any event on or before November 13, 2026, without the need for any request from the Lender. In addition, if at any time
while this Note or the Warrant remains outstanding the Company calls any annual or special meeting of its stockholders for any purpose,
then, unless such approval has previously been obtained, the Company shall include in the proxy statement for such meeting a proposal
to approve the transactions contemplated by this Note and the Warrant, including the issuance of the Conversion Shares and the Warrant
Shares issuable hereunder and thereunder, shall solicit proxies in favor of such proposal and shall cause its board of directors to recommend
that stockholders vote in favor thereof.
10
(j)
Conversion Mechanics; Floor Price. (i) Subject to the Maximum Conversion Shares and the Beneficial Ownership Cap, the Lender may
convert all or any portion of the Payment Amount into Conversion Shares at a conversion price (the “Conversion Price” for
purposes of this Note, notwithstanding Section 1) equal to the greater of (A) seventy percent (70%) of the lowest Closing Price of the
Common Stock during the twenty (20) consecutive Trading Days immediately preceding the applicable conversion date and (B) the Floor Price
then in effect. (ii) The “Floor Price” means $0.18354, being twenty percent (20%) of $0.9177, the Closing Price of the Common
Stock on October 5, 2026, as adjusted pursuant to clause (iii); and notwithstanding Section 1, the term “Floor Price” as
used in this Note has the meaning given in this Section 2(j). (iii) On December 11, 2026 and on each date that is six (6) months thereafter
until this Note has been paid in full (each, a “Floor Reset Date”), the Floor Price shall be adjusted to equal twenty percent
(20%) of the lowest Closing Price of the Common Stock during the twenty (20) consecutive Trading Days immediately preceding such Floor
Reset Date; provided that no such adjustment shall increase the Floor Price then in effect. In addition, if the Company at any time prior
to payment in full of this Note sells or issues any Common Stock or Common Stock Equivalents with a sale, conversion or exercise price
below the Floor Price then in effect, the Floor Price shall automatically be reset to such lower price. (iv) Effective as of the date
hereof, the Floor Price applicable to the Existing Note is reset to the lower of $0.18354 and the Floor Price then in effect under the
Existing Note, and shall thereafter adjust on each Floor Reset Date on the same basis, without limiting Section 3.8 of the Third Amendment
(including the prohibition on any increase of the Floor Price and the automatic reset upon lower-priced issuances), and this clause (iv)
shall constitute an amendment of the Loan Agreement and the Existing Note to that effect, made in accordance with Section 5.05 of the
Loan Agreement, which amendment the Company and the Lender confirm by their execution of this Note and to which the Subsidiary Guarantor
consents by its execution of the acknowledgment hereto. (v) The prices and share numbers stated in this Note and the Warrant already
reflect all reverse stock splits of the Common Stock effected before the date hereof, including the one-for-twenty-five (1-for-25) reverse
stock split effective September 28, 2026, and shall not be adjusted for any of them. For any stock split, reverse stock split or other
combination of the Common Stock effected on or after the date hereof (each, a “Stock Split”), the prices stated in this Note
shall be proportionately adjusted, and the Warrant shall be adjusted as provided in Section 3 of the Warrant. In any calculation under
this Note or the Warrant, the Closing Price for any Trading Day before a reverse stock split shall be proportionately adjusted for that
split. Nothing in this clause (v) limits any adjustment to which the Lender is entitled under the Existing Note or any other warrant
issued to the Lender.
(k)
Share Reservation. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock,
solely for issuance upon conversion of this Note and exercise of the Warrant, a number of shares of Common Stock equal to two hundred
percent (200%) of the number of Conversion Shares issuable upon conversion in full of the Payment Amount (assuming the funding of the
Second Tranche Funding Amount, such that the entire $6,750,000 Original Principal Amount is outstanding) at the Floor Price then in effect,
plus all Warrant Shares issuable upon exercise of the Warrant in full. Such reservation is in addition to, and shall not reduce, the
share reservation applicable to the Existing Note under Section 3.6 of the Second Amendment as measured by Section 3.5 of the Third Amendment.
If at any time the number of authorized but unissued and otherwise unreserved shares of Common Stock is insufficient to satisfy the reservation
required by this Section 2(k), the Company shall promptly, and in any event within ninety (90) days, take all corporate action necessary
to increase its authorized shares of Common Stock to a number sufficient for such purpose, including calling a meeting of its stockholders
and causing its board of directors to recommend approval of such increase.
11
(l)
Nasdaq Minimum Bid Price. Because the Company has effected a reverse stock split within the prior one-year period, and reverse
stock splits within the prior two-year period with a cumulative ratio exceeding 250-to-one, the Company acknowledges that under Nasdaq
Listing Rule 5810(c)(3)(A)(iv) it would not be eligible for any compliance period if the Common Stock fails to meet the $1.00 minimum
bid price requirement. The Company further acknowledges that the Closing Price of the Common Stock was $0.9177 on October 5, 2026, that
the closing bid price of the Common Stock has been below $1.00 on each business day since October 2, 2026, and that it has remained below
$1.00 through the Trading Day immediately preceding the Original Issue Date, and agrees that, for purposes of clauses (ii) and (iii)
below, consecutive Trading Days and business days on which the closing bid price is below $1.00 shall be counted from the first day of
the then-current period of such days, including days before the Original Issue Date. The Company represents that, at its 2026 annual
meeting of stockholders held on August 28, 2026, its stockholders approved one or more reverse stock splits of the Common Stock, each
at a ratio of not less than one-for-two (1-for-2) and not more than one-for-one hundred (1-for-100) and in the aggregate not more than
one-for-five hundred (1-for-500), of which a cumulative ratio of one-for-twenty-five (1-for-25) was used by the reverse stock split effective
September 28, 2026, leaving authority for one or more further reverse stock splits up to a cumulative ratio of one-for-twenty (1-for-20)
(the “Existing Split Authority”), and that the Existing Split Authority remains in full force and effect. Accordingly, while
this Note or the Existing Note remains outstanding: (i) within two (2) Business Days after the Original Issue Date, the Company’s
board of directors shall adopt resolutions approving the reverse stock split authority described below and recommending that the Company’s
stockholders approve it, and on or before October 9, 2026, the Company shall file with the SEC a preliminary proxy statement seeking
stockholder approval authorizing its board of directors to effect, in addition to the Existing Split Authority, one or more reverse stock
splits of the Common Stock, at such ratios and times as the board may determine, up to a cumulative ratio of one-for-1,000, shall diligently
pursue the filing and mailing of a definitive proxy statement, and shall hold such meeting and obtain such approval on or before November
13, 2026, and the Company shall thereafter maintain such authority at all times; (ii) if the closing bid price of the Common Stock is
below $1.00 for five (5) consecutive Trading Days, the Company shall, on such fifth (5th) Trading Day, cause its board of directors to
approve, shall on the same day submit to Nasdaq the notification required by Nasdaq Listing Rule 5250(e)(7), and shall effect as promptly
as practicable thereafter (and in any event within the period required by clause (iii)), a reverse stock split at a ratio that, when
applied to the lowest closing bid price of the Common Stock during the five (5) Trading Days immediately preceding the date of such board
approval, would result in a price of not less than $5.00 per share (the “Minimum Split Ratio”), which reverse stock split
shall be effected under the Existing Split Authority; provided, however, that if the Minimum Split Ratio exceeds the ratio then remaining
under the Existing Split Authority, the Company shall nonetheless effect, within the period required by clause (iii), a reverse stock
split at the full ratio then remaining under the Existing Split Authority (an “Interim Split”), and, if the closing bid price
of the Common Stock on the Trading Day immediately preceding the date of the stockholder approval described in clause (i) is less than
$5.00, shall, within two (2) Trading Days after such stockholder approval date, cause its board of directors to approve, and submit to
Nasdaq the notification required by Nasdaq Listing Rule 5250(e)(7) for, a further reverse stock split under the additional authority
described in clause (i) at the Minimum Split Ratio (determined as of the date of such board approval), and shall cause such further reverse
stock split to become effective within fifteen (15) Trading Days after such stockholder approval date; provided further that if a reverse
stock split at such ratio would cause the Common Stock to fail to satisfy any other continued listing requirement of The Nasdaq Capital
Market (including the minimum number of publicly held shares, publicly held shareholders or round lot holders), the Company shall, prior
to or concurrently with such reverse stock split, issue shares of Common Stock under the ATM Financing or otherwise take all actions
necessary so that such reverse stock split does not result in any such failure, and in no event shall the Company effect a reverse stock
split that results in any such failure; provided further that if, notwithstanding its reasonable best efforts (including the full use
of the ATM Financing), the Company is unable to avoid such a failure at the Minimum Split Ratio, the Company shall instead effect, within
the period required by clause (iii), a reverse stock split at the largest ratio that does not result in any such failure, so long as
such ratio, when applied as provided in the definition of Minimum Split Ratio, would result in a price of not less than $2.00 per share,
and such reverse stock split shall be deemed to satisfy this clause (ii); and the Company shall promptly give all notices to Nasdaq (including
notice at least ten (10) calendar days before the market effective date) and make all public disclosures required therefor; and (iii)
the Company shall cause such reverse stock split to become effective, and the Common Stock to begin trading on a split-adjusted basis,
before the closing bid price of the Common Stock has been below $1.00 for twenty (20) consecutive business days (and in any event, if
such closing bid price has been below $1.00 on each business day since October 2, 2026, on or before October 21, 2026), so that the Company
does not receive a deficiency notice or delisting determination from Nasdaq. The Company shall keep the Lender reasonably informed of
each step. Any failure to comply with this Section 2(l), or the Company’s receipt of any bid price deficiency notice or delisting
determination from Nasdaq, shall constitute an immediate Event of Default.
(m)
Public Disclosure. Within four (4) Business Days after the Original Issue Date, the Company shall file with the SEC a Current
Report on Form 8-K disclosing the material terms of this Note and the Warrant and including them as exhibits. From and after such filing,
the Company represents that it has publicly disclosed all material non-public information delivered to the Lender by or on behalf of
the Company in connection with the transactions contemplated hereby, and the Company shall not thereafter provide the Lender with any
material non-public information without the Lender’s prior written consent.
12
(n)
Second Tranche. (i) Subject to the satisfaction of the conditions set forth in clause (ii), the Lender shall advance to the Company
the Second Tranche Funding Amount within three (3) Business Days after the date on which the last of such conditions is satisfied (the
date of such advance, the “Second Closing Date”). (ii) The Lender’s obligation to fund the Second Tranche Funding Amount
is subject to: (A) the registration statement required by Section 2(h) having been declared effective by the SEC and remaining effective
and available for the resale of all shares registered thereunder; (B) the Company’s stockholders having approved, at the meeting
required by Sections 2(i) and 2(l)(i), the transactions contemplated by this Note and the Warrant, including the issuance of all Conversion
Shares and Warrant Shares issuable hereunder and thereunder, and the reverse stock split authority described in Section 2(l)(i); (C)
no Event of Default, and no event that with notice or lapse of time or both would become an Event of Default, having occurred and continuing;
(D) the Common Stock being listed on Nasdaq, with a closing bid price of not less than $3.00 on each of the five (5) Trading Days immediately
preceding the Second Closing Date, and the Company being in compliance with Section 2(l); (E) the representations and warranties of the
Company in the Transaction Documents being true and correct in all material respects on the Second Closing Date, and the Company having
delivered to the Lender an officer’s certificate to that effect; (F) the Company and the Lender having executed a funds flow agreement
for the Second Tranche Funding Amount substantially in the form of Exhibit A; and (G) no event or circumstance having occurred since
the Original Issue Date that has had, or would reasonably be expected to have, a material adverse effect on the business, assets, financial
condition or results of operations of the Company and its Subsidiaries, taken as a whole, as determined by the Lender in its reasonable
discretion. If such conditions have not all been satisfied on or before December 31, 2026, the Lender shall have no further obligation
to fund the Second Tranche Funding Amount, but may elect to do so in its sole discretion. (iii) Upon the funding of the Second Tranche
Funding Amount, the $2,700,000 second-tranche portion of the Original Principal Amount shall become outstanding, and each Minimum Installment
Payment due on a Scheduled Payment Date after the Second Closing Date shall increase by an amount equal to $2,700,000 divided by the
number of such remaining Scheduled Payment Dates, so that the entire Payment Amount is paid in full on or before the Maturity Date, and
the Weekly Installment Payments shall increase accordingly. By way of example only, if the Second Closing Date were December 4, 2026,
sixteen (16) Scheduled Payment Dates (December 9, 2026 through March 24, 2027) would remain, and the Minimum Installment Payment due
on each such date would increase by $168,750.00 (being $2,700,000 divided by 16), from $168,750.00 to $337,500.00. The Lender shall deliver
an updated payment schedule to the Company, which shall be binding absent manifest error, and the schedule set forth in Section 2(a)
shall be deemed amended accordingly. (iv) The Lender shall retain from the Second Tranche Funding Amount an additional origination fee
equal to four percent (4%) thereof ($80,000) and its legal fees incurred in connection with the Second Closing Date.
Section
3. Registration of Transfers and Exchanges.
(a)
Different Denominations. This Note is exchangeable for an equal aggregate Principal Amount of Note of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.
(b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set
forth in the Loan Agreement and may be transferred or exchanged only in compliance with the Loan Agreement and applicable federal and
state securities laws and regulations.
13
(c)
Reliance on Note Register. Prior to due presentment for transfer to the Company 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 official Note register of the Company as the owner hereof
for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary.
Section
4. Covenants. As long as any portion of this Note remains outstanding, unless the Lender shall have otherwise given prior
written consent, the Company shall not, and shall not permit any of its Subsidiaries (if any) to, directly or indirectly:
(a)
violate any of the affirmative or negative covenants set forth in the Loan Agreement, the Third Amendment, this Note or in the other
Transaction Documents to the Loan Agreement, including the covenants set forth in Article IV of the Loan Agreement;
(b)
fail to deliver the applicable number of Conversion Shares to a brokerage account specified in the Conversion Notice within two (2) Business
Days from the date of such Conversion Notice;
(c)
fail to notify the Lender of any proposed financing contemplated by the Most Favored Nations covenant set forth in the Loan Agreement
or fail to appropriately modify the Loan Agreement and the Transaction Documents, including this Note, if reasonably requested by the
Holder;
(d)
amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of holders of Note;
(e)
amend, restate or otherwise modify any of the existing terms of any outstanding Indebtedness, (other than Indebtedness to the Lender)
whether or not set forth in the Company Disclosure Schedule;
(f)
issue, repay, repurchase or offer to repay, repurchase or otherwise acquire shares of Common Stock or Common Stock Equivalents, except
to the extent that they are expressly contemplated and permitted under the Loan Agreement;
(g)
incur, repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than Permitted Indebtedness or as
otherwise expressly permitted under the Loan Agreement, provided that, such payments shall not be permitted if, at such time,
or after giving effect to such payment, any Event of Default exists or occurs;
(h)
grant or suffer to exist any Liens on its property or assets, other than Permitted Liens;
(i)
pay cash dividends or distributions on any equity securities of the Company;
14
(j)
enter into any transaction with any Affiliate of the Company, unless such transaction is made on an arm’s-length basis and expressly
approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval);
or
(k)
enter into any agreement or commitment with respect to any of the foregoing.
Section
5. Events of Default.
(a)
“Event of Default” means, wherever used herein, the occurrence of any of the following events (whatever the reason
for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment,
decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
(i)
any default in the payment of any Principal Amount, or Default Amount (as applicable) as and when the same shall become due and payable
(whether on a Scheduled Payment Date, the Maturity Date, on a Mandatory Prepayment Date, acceleration or otherwise) which default, solely
in the case of required payment of the Minimum Installment Payment on any Scheduled Payment Date, is not fully cured within two (2) Business
Days (the “Grace Period”); provided, that there shall only be two (2) Grace Periods permitted under
this Note;
(ii)
the Company shall fail to observe or perform any other covenant or agreement contained in the Loan Agreement, the Existing Note or this
Note, which failure is not cured, if capable of cure, within the earlier to occur of (A) three (3) Business Days after notice of such
failure sent by the Holder or by any other holder of the Existing Note or this Note to the Company and (B) three (3) Business Days after
the Company has become aware of such failure; and, for the avoidance of doubt, shall include the Company’s failure or refusal to
promptly call a shareholders meeting within the time specified in the Loan Agreement;
(iii)
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall
occur under the Loan Agreement, the Existing Note or this Note or any of the other Transaction Documents or under other Permitted Indebtedness;
it being understood that the non-payment of Existing Note Installment Payments, any failure to satisfy the weekly ATM Financing net proceeds
covenant, or any failure to file or cause to be declared effective any registration statement, whether arising before, on or after the
date hereof, shall constitute an Event of Default under this Note, subject only to Section 6(j) during the Forbearance Period;
(iv)
a party to the Ascent-Sarborg Purchase Agreements, other than the Company, shall declare a default by the Company under either or both
of the Ascent-Sarborg Purchase Agreements;
15
(v)
any representation or warranty made in this Note, the Existing Note any other Transaction Documents, any written statement pursuant hereto
or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue
or incorrect in any material respect as of the date when made;
(vi)
the Company shall breach or violate in any respect the provisions of the Payment Direction Agreement, the Security Agreement, the Registration
Rights Agreement, the Warrant or the Transfer Agent Instructions;
(vii)
the Company, the Subsidiary Guarantor or any Significant Subsidiary shall be subject to a Bankruptcy Event;
(viii)
the Company shall default (following the expiration of all cure or waiting periods and the provision of all notices required under the
applicable agreement(s)) on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, capital
lease, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement (but excluding the Company’s headquarters
lease under which the Company is in default as of the date of this Note as disclosed in the SEC Reports) that (a) involves an obligation
greater than $50,000, whether such Indebtedness now exists or shall hereafter be created, and (b) results in such Indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise become due and payable;
(ix)
a final non-appealable judgment by any competent court for the payment of money in an amount of at least $100,000 is rendered against
the Company, and the same remains undischarged and unpaid for a period of 45 days during which execution of such judgment is not effectively
stayed;
(x)
the Company shall fail to timely file with the SEC its Form 10-Q Quarterly Report for the fiscal quarter ended September 30, 2026, or
shall be delinquent in the filing of any of its other SEC Reports, including its Form 8-K, interim reports or Form 10-Q quarterly report
or Form 10-K annual financial reports required to be filed with the SEC under the Exchange Act (beyond any period of grace granted by
the SEC with respect thereto); or
(xi)
the Common Stock shall have ceased to be listed or quoted on Nasdaq, the New York Stock Exchange or the NYSE American, trading in the
Common Stock shall have been suspended or halted for more than two (2) consecutive Trading Days, or the Common Stock shall cease to be
eligible for deposit and clearing through The Depository Trust Company.
16
(b)
Remedies Upon Event of Default. If any Event of Default occurs and is continuing, this Note shall become, at the Holder’s
election, immediately due and payable in the Default Amount, and the Holder shall have the right to convert all or any portion of this
Note into Conversion Shares at the applicable Conversion Price up to the Maximum Conversion Shares or such number of Conversion Shares
based on the then Default Amount of this Note, and shall be entitled to exercise its rights and remedies in connection therewith under
the other Transaction Documents, including enforcing its rights under the Security Agreement and the Subsidiary Guarantee. Upon the conversion
in full of the Default Amount in accordance with the terms of this Note, the Holder shall promptly surrender this Note to or as directed
by the Company. In connection with such acceleration or exercise described herein, the Holder need not provide, and the Company hereby
waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration
may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the
Note until such time, if any, as the Holder receives full payment pursuant to this Section 5(b). No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon.
(c)
Default Make Whole Shares. The conversion price applicable to any conversion following an Event of Default (the “Event of
Default Conversion Price”) shall be equal to the greater of (a) seventy percent (70%) of the lowest Closing Price of the Common
Stock during the twenty (20) consecutive Trading Days immediately preceding the applicable conversion date and (b) the Floor Price then
in effect (with the Floor Price having the meaning set forth in Section 2(j)). In the event the Event of Default Conversion Price is
determined by reference to the Floor Price (that is, seventy percent (70%) of such lowest Closing Price is less than the Floor Price),
the Company shall issue to the Holder additional Conversion Shares (the “Make Whole Shares”) in a number equal to
(i) the number of Conversion Shares that would have been issuable upon conversion of the applicable portion of the Default Amount at
seventy percent (70%) of such lowest Closing Price, without giving effect to the Floor Price, minus (ii) the number of Conversion Shares
actually issued upon such conversion at the Floor Price. Notwithstanding the foregoing, to the extent the issuance of any Make Whole
Shares would cause the aggregate number of Conversion Shares issued under this Note to exceed the Maximum Conversion Shares (representing
19.99% of the Company’s outstanding shares of Common Stock) absent approval of the Company’s stockholders, the Company shall
settle the value of such excess Make Whole Shares (i) in cash, payable within three (3) Business Days following the applicable conversion
date and valued at the Closing Price of the Common Stock on such conversion date, or (ii) if the Lender so approves in writing, by delivery
of shares of Common Stock that are, at the time of delivery, freely tradable by the Lender without restrictive legend and without volume
or manner-of-sale limitations, valued at the Closing Price of the Common Stock on such conversion date.
17
Section
6. Miscellaneous.
(a)
Due Authorization and No Stockholder Approval Required. The issuance of this Note and the Warrant annexed as Exhibit B
hereto has been duly authorized by the Board of Directors of the Company and the Subsidiary Guarantor and no stockholder approval is
required in connection with the issuance of such securities, other than the stockholder approval contemplated by Section 2(i) with respect
to the issuance of Conversion Shares and Warrant Shares in excess of the Maximum Conversion Shares and the reverse stock split approval
contemplated by Section 2(l). The Company represents that, at its 2026 annual meeting of stockholders held on August 28, 2026, its stockholders
approved, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock under the Existing Note and the warrants issued
to the Lender as described in Proposal No. 4 of the Company’s definitive proxy statement for such meeting, and acknowledges that
such approval does not extend to this Note, the Warrant or the Conversion Shares or Warrant Shares issuable hereunder or thereunder,
which remain subject to Section 2(i).
(b)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder shall be in writing
and delivered personally, by email attachment, or sent by a nationally recognized overnight courier service, addressed to the Company,
at the address set forth in the Loan Agreement, or such other email address or address as the Company may specify for such purposes by
notice to the Holder delivered in accordance with this Section 6(b). Any and all notices or other communications or deliveries to be
provided by the Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder appearing
on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of the Company, at the
principal place of business of such Holder, as set forth in the Loan Agreement. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto prior to
5:30 p.m. (Eastern time) on any date, (ii) the next Business Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email attachment to the email address set forth on the signature pages attached hereto on a
day that is not a Business Day or later than 5:30 p.m. (Eastern time) on any Business Day, (iii) the second Business Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.
(c)
Absolute Obligation, Security and Ranking. Except as expressly provided herein, no provision of this Note shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest,
as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt
obligation of the Company and is secured by and under the Security Agreement and the Subsidiary Guarantee. This Note constitutes a “Note”
and a “Transaction Document,” and all amounts payable hereunder constitute “Obligations,” in each case as defined
in the Loan Agreement, the Security Agreement and the Subsidiary Guarantee, and are guaranteed by the Subsidiary Guarantor and secured
by all Collateral thereunder. This Note ranks senior to all other evidence of Indebtedness of the Company or any of its Subsidiaries.
18
(d)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the Principal Amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of
such loss, theft or destruction of such Note, and of the ownership hereof, and customary indemnity reasonably satisfactory to the Company.
(e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Utah, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of Salt Lake,
Utah (the “Utah Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Utah Courts
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, Action or Proceeding, any claim that it is not personally subject to the jurisdiction of such Utah Courts, or such Utah
Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, Action or Proceeding 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 Note 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note
or the transactions contemplated hereby. If any party shall commence an Action or Proceeding to enforce any provisions of this Note,
then the Company shall reimburse the Holder for its attorney’s fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such Action or Proceeding.
(f)
Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by the Company or the Holder must be in writing.
19
(g)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.
(h)
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the
Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide
all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Note.
(i)
Most Favored Nation. From the date hereof and for so long as this Note or the Warrant remains outstanding, the Company shall not
enter into any agreement for the sale or issuance of its securities (including securities convertible into or exercisable for Common
Stock or Common Stock Equivalents) with any Person that provides such Person with rights, terms or benefits more favorable in any material
respect than those granted to the Lender under the Transaction Documents, without offering such more favorable rights, terms or benefits
to the Lender. The Company shall promptly provide written notice to the Lender of any such more favorable rights, terms or benefits.
This paragraph supplements, and does not limit, Section 3.11 of the Third Amendment.
20
(j)
Lender Consent and Limited Waiver. The Lender, by its execution of the acknowledgment to this Note, hereby consents to the transactions
contemplated hereby and waives compliance with the covenant added to Article IV of the Loan Agreement by Section 3.9 of the Third Amendment,
solely to the extent necessary to permit (i) the incurrence by the Company of the Indebtedness evidenced by this Note, (ii) the issuance
of the Warrant and of the Warrant Shares upon exercise thereof, and (iii) the issuance of the Conversion Shares upon conversion of this
Note. No Default or Event of Default shall arise under this Note, the Existing Note, the Loan Agreement or any other Transaction Document
by reason of the transactions contemplated hereby. Except as expressly provided in this paragraph, Section 3.9 of the Third Amendment
remains in full force and effect, and the foregoing consent and waiver is limited to the transactions expressly described herein and
shall not constitute a consent to or waiver of any other or future transaction. In addition, during the period from the date hereof until
the earlier of (x) payment in full of this Note and (y) the occurrence of any Event of Default under this Note (other than an Event of
Default arising solely from a failure described in clause (i) below) (the “Forbearance Period”): (i) no Default or Event
of Default shall arise under this Note, including under Section 5(a)(iii), by reason of any failure of the Company to make Existing Note
Installment Payments, to satisfy the weekly ATM Financing net proceeds covenant set forth in Section 3.4(b) of the Second Amendment as
continued by Section 3.6 of the Third Amendment, or to file or cause to be declared effective any registration statement required by
Section 2.3 of the Second Amendment or Section 3.4 of the Third Amendment, in each case whether such failure arose before, on or after
the date hereof and regardless of the cause thereof; provided that nothing in this clause (i) shall excuse, or limit any Event of Default
arising from, any failure by the Company to comply with Section 2(g), 2(h) or 2(l) of this Note; and (ii) the Lender shall forbear from
exercising any right or remedy under the Existing Note, the Loan Agreement or any other Transaction Document in respect of any such failure.
The foregoing is a forbearance only and shall not constitute a waiver, cure or forgiveness of any Default or Event of Default under the
Existing Note, all of which shall continue to exist, and default interest, the default premium and all other amounts shall continue to
accrue under the Existing Note during the Forbearance Period. Following payment in full of this Note, the Company shall apply all amounts
thereafter payable to the Lender under Section 2(g) to the Existing Note until all Existing Note Installment Payments that came due and
remain unpaid, together with all accrued default interest thereon, have been paid in full and the Existing Note is current, and shall
thereafter resume payment of Existing Note Installment Payments in accordance with the Third Amendment until the Existing Note has been
paid in full. The obligations set forth in this paragraph, including the Company’s obligation to pay all Existing Note Installment
Payments that came due during the Forbearance Period together with all default interest, the default premium and other amounts accrued
under the Existing Note, shall survive the payment in full, satisfaction and cancellation of this Note.
(k)
Preceding Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the immediately preceding Business Day.
(l)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed
to limit or affect any of the provisions hereof.
Section
7. Amendments; Waivers. Any modifications, amendments or waivers of the provisions hereof shall be subject to Section 5.05
of the Loan Agreement.
Balance
of this page left blank – signature page follows
21
IN
WITNESS WHEREOF, the Company has caused this Senior Secured Convertible Note to be duly executed by a duly authorized officer as
of the date and year first above indicated.
CDT EQUITY INC.
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Chief
Executive Officer
Email:
[***]
ACKNOWLEDGED
AND AGREED:
J.J. ASTOR & CO.
By:
/s/
Michael Pope
Name:
Michael
Pope
Title:
Chief
Executive Officer
Email:
[***]
The
undersigned Subsidiary Guarantor acknowledges and consents to this Note, including Section 2(j)(iv) and Section 6(j), and confirms that
its guaranty and the liens granted by it under the Transaction Documents remain in full force and effect and extend to, guarantee and
secure all obligations of the Company under this Note and the Warrant.
CDT EQUITY LTD.
By:
/s/
James Bligh
Name:
James
Bligh
Title:
Director
Email:
[***]
22
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