Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-018757

Filed: 2026-04-23

Period: 2026-04-17

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

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: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001817004

2026-04-17

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C., 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 17, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

84-4260623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33190

(Address

of principal executive offices, including Zip Code)

(305)

791-1169

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

NXXT

Nasdaq

Capital Market

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 ☒

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.

Agile

Hudson Securities Purchase Agreement

April 17, 2026, NextNRG, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agile Hudson

SPA”), dated as of April 15, 2026, with Agile Hudson Partners LLC (“Agile Hudson”), pursuant to which the Company

issued a secured promissory note in the aggregate principal amount of $275,000 (the “Agile Hudson Note”) to Agile Hudson. The Agile

Hudson Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional

consideration, the Company issued 50,000 shares of common stock (the “Agile Hudson Commitment Shares”) to Agile Hudson

on April 17, 2026.

If,

at any time after the date of the Agile Hudson SPA, the Company’s common stock would be deemed to be a “penny

stock” as defined in Rule 3a51-1 under the Exchange Act (the “Trigger Date”), then the remaining Agile Hudson

Commitment Shares held by Agile Hudson as of the Trigger Date (the “Remaining Agile Hudson Commitment Shares”) will

automatically be deemed cancelled and extinguished and the Company will pay to Agile Hudson on the Trigger Date an amount in cash

equal to the number of Remaining Agile Hudson Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the Agile

Hudson SPA).

Until

the later of October 15, 2027, or the date that the Agile Hudson Note is extinguished in its entirety, Agile Hudson has a right of participation

in any future Company equity or debt offering as set forth in the Agile Hudson SPA. Agile Hudson also has piggyback registration rights

and “most favored nation” rights for so long as any obligations remain outstanding under the Agile Hudson Note.

order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 15,

2027, to issue to Agile Hudson over 10,000,000 shares of common stock (the “Exchange Cap”).

The

Agile Hudson SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant

to the terms of the Agile Hudson SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering

into any agreement involving a “Variable Rate Transaction” (as hereinafter defined) until the later of (i) October 15, 2027,

or (ii) such time as the Agile Hudson Note is extinguished in its entirety. A “Variable Rate Transaction” includes any issuance

or sale of debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, shares

of the Company’s common stock at a price that (A) varies with the trading prices of the common stock after the initial issuance

or (B) is subject to a reset at a future date or upon the occurrence of specified or contingent events. The term also encompasses the

entry into an equity line of credit or similar agreement where securities may be issued at a future determined price, other than an equity

line of credit with Hudson Global Ventures, LLC.

The

transactions that were the subject of the Agile Hudson SPA closed on April 17, 2026.

The

foregoing description of the Agile Hudson SPA does not purport to be complete and is qualified in its entirety by reference to the full

text of the Agile Hudson SPA, a copy of which is filed herewith as Exhibit 10.1.

Agile

Hudson Note

The

Agile Hudson Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and

matures on April 15, 2027 (the “Agile Hudson Maturity Date”).

The

Company’s obligations under the Agile Hudson Note are secured by a security interest in the Company’s assets pursuant to

the Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC,

NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. (NextNRG Ops LLC, NextNRG Topanga Microgrid LLC,

NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp., the “Guarantors” and collectively with the Company, the “Debtors”),

and Agile Hudson (the “Agile Hudson Security Agreement”). The Agile Hudson Note ranks pari passu with the Company’s

existing secured debt held by Leviston Resources, LLC (“Leviston”) and FirstFire Global Opportunities Fund, LLC (“FirstFire”).

Beginning

six months after the issuance date, Agile Hudson has the right to convert all or any portion of the outstanding principal and interest

into shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three

lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price

of $0.10 per share. The Agile Hudson Note includes an equity blocker that prohibits Agile Hudson from owning more than 4.99% (or up to

9.99% upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the Agile Hudson Note will be

limited to the Exchange Cap unless the Company has received stockholder approval as set forth in the Agile Hudson SPA.

The

Company may prepay the Agile Hudson Note at any time prior to the Agile Hudson Maturity Date. Prepayment during the first 60 days requires

a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, Agile Hudson has

the right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the Agile Hudson Note.

The

Agile Hudson Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions

or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent.

Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants,

and the restatement of certain financial statements. Upon an event of default, the Agile Hudson Note will become immediately due and

payable, and the Company will pay the principal amount then outstanding, plus accrued interest (including any default interest, which

will be the lesser of 18% per annum or the maximum amount permitted by law), multiplied by 150%. In addition, the principal balance of

the Agile Hudson Note will increase by $5,000 monthly after an event of default until the Agile Hudson Note is repaid in its entirety.

April 17, 2026, the Company issued the Agile Hudson Note in favor of Agile Hudson pursuant to the terms of the Agile Hudson SPA.

The

foregoing description of the Agile Hudson Note is subject to and qualified in its entirety by reference to the full text of the Agile

Hudson Note, a copy of which is filed herewith as Exhibit 10.2.

Agile

Hudson Security Agreement

Pursuant

to the terms of the Agile Hudson Security Agreement, the Debtors granted a first-priority security interest in all of their assets, whether

now owned or thereafter acquired, to Agile Hudson to secure the prompt payment and performance of the Company’s obligations under

the Agile Hudson Note. The collateral subject to the security interest includes, but is not limited to, goods, inventory, machinery,

and equipment; accounts, deposit accounts, and cash; intellectual property, and the equity interests held by the Company in the Guarantors.

The

Agile Hudson Security Agreement contains customary representations, warranties, and covenants.

The

security interests granted under the Agile Hudson Security Agreement rank pari passu in priority with the security interests previously

established for the Company’s existing secured debt, which includes debt held by Leviston and FirstFire.

The

foregoing description of the Agile Hudson Security Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Agile Hudson Security Agreement, a copy of which is filed herewith as Exhibit 10.3.

FirstFire

Securities Purchase Agreement

April 17, 2026, the Company entered into a Securities Purchase Agreement (the “FirstFire SPA”), dated as of April 17,

2026, with FirstFire, pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the

“FirstFire Note”) to FirstFire. The FirstFire Note was issued with an original issue discount of $25,000, resulting in a

purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “FirstFire Commitment

Shares”) to FirstFire on April 17, 2026.

If,

at any time after the date of the FirstFire SPA, the Company’s common stock would be deemed to be a “penny stock” as

defined in Rule 3a51-1 under the Exchange Act, then the remaining FirstFire Commitment Shares held by FirstFire as of the Trigger Date

(the “Remaining FirstFire Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will

pay to FirstFire on the Trigger Date an amount in cash equal to the number of Remaining FirstFire Commitment Shares multiplied by $0.35

(subject to adjustment as set forth in the FirstFire SPA).

Until

the later of October 17, 2027, or the date that the FirstFire Note is extinguished in its entirety, FirstFire has a right of participation

in any future Company equity or debt offering as set forth in the FirstFire SPA. FirstFire also has piggyback registration rights and

“most favored nation” rights for so long as any obligations remain outstanding under the FirstFire Note.

order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 17,

2027, to issue to FirstFire shares in excess of the Exchange Cap.

The

FirstFire SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to

the terms of the FirstFire SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into

any agreement involving a Variable Rate Transaction until the later of (i) October 17, 2027, or (ii) such time as the FirstFire

Note is extinguished in its entirety.

The

transactions that were the subject of the FirstFire SPA closed on April 17, 2026.

The

foregoing description of the FirstFire SPA does not purport to be complete and is qualified in its entirety by reference to the full

text of the FirstFire SPA, a copy of which is filed herewith as Exhibit 10.4.

FirstFire

Note

The

FirstFire Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures

on April 17, 2027 (the “FirstFire Maturity Date”).

The

Company’s obligations under the FirstFire Note are secured by a security interest in the Company’s assets pursuant to the

Security Agreement, dated as of April 17, 2026, by and between the registrant, the Guarantors, and FirstFire (the “FirstFire

Security Agreement”). The FirstFire Note ranks pari passu with the Company’s existing secured debt held by Leviston and Agile

Hudson.

Beginning

six months after the issuance date, FirstFire has the right to convert all or any portion of the outstanding principal and interest into

shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three

lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price

of $0.10 per share. The FirstFire Note includes an equity blocker that prohibits FirstFire from owning more than 4.99% (or up to 9.99%

upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the FirstFire Note will be limited to

the Exchange Cap unless the Company has received stockholder approval as set forth in the FirstFire SPA.

The

Company may prepay the FirstFire Note at any time prior to the FirstFire Maturity Date. Prepayment during the first 60 days requires

a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, FirstFire has the

right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the FirstFire Note.

The

FirstFire Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions

or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent.

Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants,

and the restatement of certain financial statements. Upon an event of default, the FirstFire Note will become immediately due and payable,

and the Company will pay the principal amount then outstanding, plus accrued interest (including any default interest, which will be

the lesser of 18% per annum or the maximum amount permitted by law), multiplied by 150%. In addition, the principal balance of the FirstFire

Note will increase by $5,000 monthly after an event of default until the FirstFire Note is repaid in its entirety.

April 17, 2026, the Company issued the FirstFire Note in favor of FirstFire pursuant to the terms of the FirstFire SPA.

The

foregoing description of the FirstFire Note is subject to and qualified in its entirety by reference to the full text of the FirstFire

Note, a copy of which is filed herewith as Exhibit 10.5.

FirstFire

Security Agreement

Pursuant

to the terms of the FirstFire Security Agreement, the Debtors granted a first-priority security interest in all of their assets, whether

now owned or thereafter acquired, to FirstFire to secure the prompt payment and performance of the Company’s obligations under

the FirstFire Note. The collateral subject to the security interest includes, but is not limited to, goods, inventory, machinery, and

equipment; accounts, deposit accounts, and cash; intellectual property, and the equity interests held by the Company in the Guarantors.

The

FirstFire Security Agreement contains customary representations, warranties, and covenants.

The

security interests granted under the FirstFire Security Agreement rank pari passu in priority with the security interests previously

established for the Company’s existing secured debt, which includes debt held by Leviston and Agile Hudson.

The

foregoing description of the FirstFire Security Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the FirstFire Security Agreement, a copy of which is filed herewith as Exhibit 10.6.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The

information contained in Item 1.01 is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Securities Purchase Agreement, entered into on April 17, 2026 and dated as of April 15, 2025, by and between the registrant and Agile Hudson Partners LLC.

10.2

Secured Promissory Note dated as of April 15, 2026 and issued on April 17, 2026 by the registrant in favor of Agile Hudson Partners LLC.

10.3

Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2025, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and Agile Hudson Partners LLC.

10.4

Securities Purchase Agreement, dated as of April 17, 2025, by and between the registrant and FirstFire Global Opportunities Fund, LLC.

10.5

Secured Promissory Note issued on April 17, 2026 by the registrant in favor of FirstFire Global Opportunities Fund, LLC.

10.6

Security Agreement, dated as of April 17, 2025, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and FirstFire Global Opportunities Fund, LLC.

104

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SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

NextNRG,

Inc.

Date:

April 23, 2026

By:

/s/

Michael Farkas

Name:

Michael

Farkas

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 15, 2026, by and between NextNRG, Inc.,

a Delaware corporation, with headquarters located at 407 Lincoln Rd., #9F, Miami Beach, FL 33190 (the “Company”), and AGILE

HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022

(the “Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set

forth in this Agreement, a secured promissory note of the Company, in the aggregate principal amount of $275,000.00 (as the principal

amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend

thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the

“Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”),

upon the terms and subject to the limitations and conditions set forth in such Note; and

The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth

in this Agreement; and

The Company wishes to issue the Commitment Shares (as defined in this Agreement) as additional consideration for the purchase of the

Note, which all shall be earned in full as of the Closing Date, as further provided herein; and

In connection with this Agreement, the Company and the Buyer have entered into a security agreement (the “Security Agreement”)

on the date of this Agreement, a form of which is attached hereto as Exhibit C.

NOW

THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees

to purchase from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall

mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required

by law or executive order to remain closed.

Form of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of$ 250,000.00 (the “Purchase Price”)

for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company,

in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver

such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing Date, the Buyer

shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the

transactions contemplated by this Agreement.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,

the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date

that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing

Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

Commitment Shares. On or before the Closing Date, the Company shall issue 50,000 shares of Common Stock (the “Closing Commitment

Shares”) to the Buyer, which shall be earned in full as of the Closing Date. If, at any time after the date of this Agreement,

the Common Stock would be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (the “Trigger Date”),

then the remaining Commitment Shares held by Buyer as of the Trigger Date (the “Remaining Commitment Shares”) shall automatically

be deemed cancelled and extinguished in the entirety as of the Trigger Date, and Buyer shall no longer have any rights to such Remaining

Commitment Shares as of the Trigger Date. The Company shall, on the Trigger Date, (i) provide to the Buyer and the Company’s transfer

agent all documentation required by the Company’s transfer agent for the cancellation of the Remaining Commitment Shares and (ii)

pay to Buyer on the Trigger Date an amount in cash equal to the number of Remaining Commitment Shares multiplied by $0.35 (as adjusted

for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately

decreases or increases the Common Stock) (the “Redemption Amount”). For the avoidance of doubt, Buyer shall no longer have

any rights to the Remaining Commitment Shares as of the Trigger Date, except the right to enforce the Company’s payment of the

Redemption Amount in cash to Buyer.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note (the Note, Commitment Shares, and shares of Common

Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively be referred

to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof,

except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making

the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves

the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the

1933 Act.

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

D (an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth

and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be,

furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and

sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for

so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business

and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the

Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following

such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors

or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained

in Section 3 below.

Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed upon or made any recommendation or endorsement of the Securities.

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered

under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold

pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of

the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope

customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold

or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are

sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule

144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is

an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold

pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to

the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel

in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule

144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities

under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term

is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC

thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act

or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the

foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin

account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale

or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required to provide the

Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise

Legends. The Buyer understands that until such time as the Note, Commitment Shares, and/or Conversion Shares, as applicable, have

been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable

exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities

may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE

EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of

Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable

shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository

Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered

on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’

rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority

(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,

operated and conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each

is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing

in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification

necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse

Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company

or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered

into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,

in which the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. The Company and Subsidiaries have all requisite corporate power and authority to enter into and perform

the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance

with the terms hereof and thereof. The Company represents and warrants that (i) the execution and delivery of the Transaction Documents,

the Note, and Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including

without limitation, the issuance of the Note as well as the issuance and reservation for issuance of the Conversion Shares issuable upon

conversion of the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of

the Company, its Board of Directors, its shareholders, or its debt holders is required, (i) the Transaction Documents (together with

any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company and Subsidiaries

by its authorized representatives, and such authorized representatives are the true and official representative with authority to sign

the Transaction Documents and the other instruments documents executed in connection herewith or therewith and bind the Company and Subsidiaries

accordingly, and (iii) the Transaction Documents constitute, and upon execution and delivery by the Company and Subsidiaries as applicable,

each of such instruments will constitute, a legal, valid and binding obligation of the Company and Subsidiaries, enforceable against

the Company and Subsidiaries in accordance with their terms.

Capitalization; Governing Documents. As of April 15, 2026, the authorized capital stock of the Company consists of: 500,000,000

authorized shares of Common Stock, of which 156,743,264 shares were issued and outstanding, and 5,000,000 authorized shares of preferred

stock, of which 140,000 shares of Series B preferred stock were issued and outstanding. All of such outstanding shares of capital stock

of the Company, the Conversion Shares and Commitment Shares are, or upon issuance will be, duly authorized, validly issued, fully paid

and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders

of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of

this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no

outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims

or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for

any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries

is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements

or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities

under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company

(or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company

has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof

(“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),

and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders

thereof in respect thereto.

Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the

Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and

encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders

of the Company and will not impose personal liability upon the holder thereof.

Issuance of Commitment Shares. The issuance of the Commitment Shares are duly authorized and will be validly issued, fully paid

and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject

to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares

to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of

the Note, the Conversion Shares, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the

ownership interests of other shareholders of the Company.

No Conflicts; Security Agreement. The Note shall be a secured obligation of the Company pursuant to the terms of the Security

Agreement and Note. The execution, delivery and performance of the Transaction Documents by the Company and Subsidiaries, and the consummation

by the Company and Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance and

reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or

an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which

the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree

(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company

or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or

any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations

and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or

ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither

the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents

and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both

could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any

action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of,

any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets

of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be

conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.

Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the

Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental

agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform

any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note

in accordance with the terms hereof and, upon conversion of the Note, issue Conversion Shares. All consents, authorizations, orders,

filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on

or prior to the date hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined herein)

and does not reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company

and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market”

shall mean the principal securities exchange where such Common Stock is listed, including but not limited to any tier of the NASDAQ Stock

Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets (but excluding all OTC Markets).

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934

Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein

as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements

of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC

Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under

applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their

respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects

with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods

involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries

as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case

of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included

in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course

of business subsequent to September 30, 2025, and (ii) obligations under contracts and commitments incurred in the ordinary course of

business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually

or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting

requirements of the 1934 Act.

Absence of Certain Changes. Since September 30, 2025, there has been no material adverse change and no material adverse development

in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting

status of the Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,

government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened

against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have

a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the

Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a

Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the

foregoing.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all

patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,

service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now

operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding

pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to

any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated

in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,

services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of

any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable

security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or

other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has

or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract

or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax

returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company

and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)

and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate

for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no

unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know

of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any

taxing authority.

Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries

makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain

from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees

of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,

officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing

for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or partner.

Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided

to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct

in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein

or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists

with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,

which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so

publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated

into an effective registration statement filed by the Company under the 1933 Act).

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely

in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company

further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with

respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives

or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely

incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision

to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly

or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers; No Solicitation. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,

transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company represents and warrants

that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement

and consummate the transactions described in this Agreement. The Company represents and warrants that neither the Buyer nor its employee(s),

member(s), beneficial owner(s), or partner(s) is required to be registered as a broker-dealer under the Securities Exchange Act of 1934

in order to (i) enter into or consummate the transactions encompassed by this Agreement, Security Agreement, the Note, and the related

transaction documents entered into in connection herewith (the “Transaction Documents”), (ii) fulfill the Buyer’s obligations

under the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the Transaction Documents (including but not

limited to the sale of the Securities).

Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,

permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties

and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

September 30, 2025, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts,

defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts,

defaults or violations would not have a Material Adverse Effect.

Environmental Matters.

(i)

There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,

no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,

circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability

or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local

or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor

is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental

Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,

without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances

or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,

decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations

issued, entered, promulgated or approved thereunder.

(ii)

Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained

on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were

released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the

property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any

of its Subsidiaries’ business.

(iii)

There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries

that are not in compliance with applicable law.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good

and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in

each case free and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property

and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with

such exceptions as would not have a Material Adverse Effect.

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such

losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the

Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able

to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may

be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will

provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors

and omissions coverage, and commercial general liability coverage.

Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,

in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other

person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any

corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any

direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in

violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence

payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets

have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute

and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after

giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would

impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial

statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue

as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement

will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment

Company”). The Company is not controlled by an Investment Company.

aa.

No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its

Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act

filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

bb.

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding

voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933

Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any

of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification

Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to

determine whether any Issuer Covered Person is subject to a Disqualification Event.

cc.

Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,

any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,

or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation

for soliciting another to purchase any other securities of the Company.

dd.

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,

as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of

the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve.

ee.

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s

knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any

other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or

indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of

applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any

elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of

the Company or any of its Subsidiaries.

ff.

Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations

or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it

will be considered an Event of Default under Section 3.4 of the Note.

ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of

this Agreement.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to

provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as

the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant

to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption

from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

Use of Proceeds. The Company shall use the Purchase Price for business development and general working capital, and not for any

other purpose, including but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company

or their affiliates, (ii) the repayment of any debt issued in corporate finance transactions (including but not limited to promissory

notes that have the ability to be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership,

enterprise or other person (except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance

to any officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule

or regulation.

Right of Participation.

(i)

Other than arrangements that are in place or disclosed in SEC Documents prior

to the date of this Agreement, from the date of this Agreement until the later of (i) eighteen (18) calendar months after the date of

this Agreement or (ii) the date that the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer,

sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition

of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred

shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable,

or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”)

or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with

this Section 4(d).

(ii)

The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”)

of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price

and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement

to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least the greater of (i) $275,000.00

of the securities in the Subsequent Placement or (ii) an amount of the securities in the Subsequent Placement equal to the outstanding

balance of the Note as of the date of the Offer Notice (in each case, an “Offer”).

(iii)

To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice

of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) (“Trading

Day”) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer

elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the

Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth

in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer. The Buyer may

elect to exchange any amounts owed under the Note (plus the prepayment premiums provided for in Section 1.9 of the Note if prior to the

date that is one hundred eighty-one (181) calendar days following the Issue Date (as defined in the Note)) in lieu of cash consideration

with respect to all or any portion of the Subscription Amount.

(iv)

Notwithstanding anything to the contrary contained herein, if the Company desires to modify or

amend the terms or conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that

such modification or amendment to the terms or conditions cannot occur during any Offer Period), the Company shall deliver to the Buyer

a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the

Buyer’s receipt of such new Offer Notice..

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever

claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at

any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right

or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision

to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly

agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated

thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under

applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default

interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company

may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum

Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,

agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the

date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note

and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded

by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer

with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such

excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner

of handling such excess to be at the Buyer’s election.

Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full

or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which

consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure

of any material assets other than in the ordinary course of business.

Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock

on the Principal Market or any equivalent replacement exchange or electronic quotation system and will comply in all respects with the

Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”)

and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal

Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility

of the Common Stock for listing on such exchanges and quotation systems.

Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence

and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the

written consent of the Buyer or sale of all or substantially all of the Company’s assets with the written consent of the Buyer,

where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements

and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading

or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances

that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities

to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable

to the Company or its securities.

Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or any Conversion Shares,

the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting

requirements of the 1934 Act.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for

promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal

Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns

is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied

and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement)

or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may

(at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct

its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company”

in connection with its obligations under this Agreement or otherwise.

Piggy-Back Registration Rights. If the Company proposes to file any registration statement covering any of its securities (for

sale by the Company, for resale by the holder(s) of such securities, or otherwise) (each a “Registration Statement”), the

Company shall at each such time give written notice to Holder of its intention to do so (each a “Registration Notice”) at

least seven (7) calendar days prior to the filing of such Registration Statement and of the registration rights granted under this Agreement.

Upon the written request of Holder made to the Company within three (3) calendar days after the receipt of any such Registration Notice,

the Company shall, at its sole cost and expense, effect the registration of all Conversion Shares underlying the Note and Commitment

Shares which the Company has been so requested to register by Holder in such Registration Statement, by inclusion of such Conversion

Shares in the Registration Statement, to the extent required to permit the resale and disposition (in accordance with the intended methods

of disposition, including but not limited to sales at prevailing market prices) of the Conversion Shares by Holder.

Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and

unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares

of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise

benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor

does not receive the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits

established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights

and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.

Subsequent Variable Rate Transactions. From the date of this Agreement until the later of

(i) eighteen (18) calendar months after the date of this Agreement or (ii) the date that the Note is extinguished in its entirety,

the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate

Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,

exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,

exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares

of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange

price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or

(ii) enters into any agreement, including, but not limited to, an Equity Line of Credit (as defined in the Note) (an “Equity Line

of Credit”), whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive

relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding

the foregoing, a Variable Rate Transaction shall not include an Equity Line of Credit between the Company and Hudson Global Ventures,

LLC, a Nevada limited liability company.

Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide

the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public

information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep

such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting

transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer

without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality

to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade

on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent

that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains

material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other

material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement

or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written

consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information,

it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information

is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.

D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf

of the Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to

any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based

on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

No Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company

shall not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is currently,

or ever has been, a broker-dealer under the Securities Exchange Act of 1934.

Shareholder Approval; Prohibition on Issuance. “Shareholder Approval” means the approval of a sufficient amount of

holders of the Company’s Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule

5635(d), to effectuate the transactions contemplated by this Agreement (including but not limited to the issuance of all of the Securities),

in excess of 10,000,000 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend,

stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases

the Common Stock). The Company shall not use the Exchange Cap for any purpose other than for the issuance of Common Stock to the Buyer

pursuant to the Transaction Documents. The Company shall hold a special meeting of shareholders on or before the Mandatory Date (as defined

herein) for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such

proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other

management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.

The “Mandatory Date” shall mean the date that is one hundred eighty (180) calendar days after the date of this Agreement.

In addition, all members of the Company’s Board of Directors and all of the Company’s executive officers shall vote in favor

of such proposal, for purposes of obtaining the Shareholder Approval, with respect to all securities of the Company then held by such

persons. The Company shall use its commercially reasonable efforts to obtain such Shareholder Approval as soon as possible on and after

the Mandatory Date. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often

as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until

the Shareholder Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Company shall not hold any meeting

of its shareholders unless the Company also includes a proposal for obtaining the Shareholder Approval in such meeting. Until the Shareholder

Approval becomes effective pursuant to the rules promulgated under the 1934 Act, the Buyer shall not be issued in the aggregate, pursuant

to this Purchase Agreement or upon conversion of the Note, shares of Common Stock in an amount greater than the Exchange Cap.

Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section

4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under

Section 3.3 of the Note.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates

and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of

the Note, the Conversion Shares and Commitment Shares, in such amounts as specified from time to time by the Buyer to the Company in

accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes

to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable

Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to

irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to

the Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares

may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of

Securities as of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive

legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer

Agent Instructions referred to in this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise

be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it

will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically

or in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note

as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or

impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions

in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as

and when required by the Note and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals

to its transfer agent within 6 hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s

obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon

re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance

and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made

without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the

Securities can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer,

and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend,

in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder

will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the

Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the

event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition

to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing

economic loss and without any bond or other security being required.

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the

Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided

that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed the Transaction Documents and delivered the same to the Company.

The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing

Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company and Subsidiaries, as applicable, shall have executed the Transaction Documents and delivered the same to the Buyer.

The Company shall have delivered to the Buyer the duly executed Note as well as the Commitment Shares to Buyer.

The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of

its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,

as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly

called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

Governing Law; Miscellaneous.

Arbitration of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit B of this Purchase

Agreement) (the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective

affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer

or their respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase Agreement

(the “Arbitration Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally

binding on the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company

represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about

such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious

and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon

the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced

in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be

governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule

(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other

than the State of Delaware. The Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims

arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates (including but not limited

to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective affiliates shall

be in the State of Delaware. Without modifying the Company’s and Buyer’s mandatory obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding

the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between

the Company’s transfer agent and the Company, such litigation specifically includes, without limitation any action between or involving

Company and the Company’s transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related to Buyer in any

way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order,

or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party hereto

hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in the State

of Delaware, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such

action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order,

or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for any reason) outside of any

state or federal court sitting in the State of Delaware, and (iv) waives any claim of improper venue and any claim or objection that

such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction

or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary,

nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any collateral or any other

security, or to enforce a judgment or other court ruling in favor of the Buyer, including through a legal action in any court of competent

jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction

and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and

any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents

to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate, instrument

or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement

or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other

party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,

such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction

or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with

the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature

hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed

against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part

of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection

herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to

the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision

which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this

Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.

Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding

of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither

the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this

Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by

the Buyer.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be

(i)

personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by

reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as

set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication

required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with

accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business

day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered

other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following

the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever

shall first occur. The addresses for such communications shall be:

to the Company, to:

NextNRG,

Inc.

407

Lincoln Rd., #9F

Miami

Beach, FL 33190

Attention:

Michael D. Farkas

e-mail:

to the Buyer:

AGILE

HUDSON PARTNERS LLC

641

Lexington Avenue, 17th Floor

New York, NY 10022

e-mail:

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the

Buyer. The Buyer may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act)

in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without

the consent of the Company.

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors

and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall

survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees

to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result

of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press

releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;

provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release

or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable

law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release

and shall be provided with a copy thereof and be given an opportunity to comment thereon).

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,

and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect,

indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect

investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection

with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,

causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective

of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’

fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or

relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or

any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or

obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated

hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these

purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance

or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby,

(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the

Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated

by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall

make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable

law.

Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by

vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law

for a breach of its obligations under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated

hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this

Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall

be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to

an injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note, or any other agreement, certificate,

instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without

the necessity of showing economic loss and without any bond or other security being required.

Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note

or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or

exercises its rights hereunder, pursuant to the Note or pursuant to any other agreement, certificate, instrument or document contemplated

hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not

limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set

aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a

trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law,

foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation

or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not

been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal

to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,

or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government

entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law,

common law or equitable cause of action).

Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder

are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Electronic Signature. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic

mail or in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of

2000)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.

All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

[Signature

Page Follows]

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

NextNRG,

Inc.

By:

/s/

Michael D. Farkas

Name:

MICHAEL D. FARKAS

Title:

CHIEF EXECUTIVE OFFICER

AGILE HUDSON PARTNERS LLC

By:

/s/

Aaron Greenblott

Name:

AARON GREENBLOTT

Title:

MANAGING MEMBER

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A

OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal

Amount: $275,000.00

Issue Date:

April 15, 2026

Actual Amount of Purchase

Price: $250,000.00

SECURED

PROMISSORY NOTE

FOR

VALUE RECEIVED, NextNRG, Inc., a Delaware corporation (hereinafter called the “Borrower” or the “Company”),

hereby promises to pay to the order of AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, or registered assigns

(the “Holder”), in the form of lawful money of the United States of America, the principal sum of $275,000.00 (the “Principal

Amount”) (subject to adjustment herein), which includes the purchase price of $250,000.00 plus an original issue discount in the

amount of $25,000.00 (the “OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate of ten

percent (10%) (the “Interest Rate”) (which is equal to $27,500.00 and shall be guaranteed and earned in full as of the date

hereof (the “Issue Date”)), when such amounts become due and payable, whether at maturity, upon acceleration, by prepayment,

or otherwise, as further provided in this Note. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity

Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other

fees, shall be due and payable.

This

Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

Any

Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent

(18%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”).

Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All

payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall

be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of

this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same

shall instead be due on the next succeeding day which is a business day.

Each

capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain securities purchase

agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used

in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks

in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading

Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase

Agreement) (the “Principal Market”), provided, however, that if the Common Stock is not then listed or quoted on any Principal

Market, then any calendar day.

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall also apply to this Note:

ARTICLE

I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the date that is six (6) calendar

months after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including

any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any

shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified,

at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower

or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of

communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided,

however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion

of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth

on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates (as defined in this Note), and any other

Persons (as defined below) 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 Attribution Parties shall include the number of shares

of Common Stock issuable upon conversion of this Note 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) conversion of the remaining, nonconverted portion of this Note 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 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 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations

promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the 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 or oral request

of the Holder, the Company shall within two Trading Days 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 Note, 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 the Common Stock outstanding at the time of the respective calculation hereunder, provided, however,

that the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess

of 9.99% by delivering written notice of such to the Company, with such increase or decrease not effective until the sixty-first (61st)

day after delivery of such written notice. “Person” and “Persons” means an individual, a limited liability company,

a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity

or any department or agency thereof. “Affiliate” and “Affiliates” means any Person that, directly or indirectly

through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in

and construed under Rule 405 under the Securities Act of 1933, as amended. The limitations contained in this paragraph shall apply to

a successor holder of this Note. The number of Conversion Shares (as defined in this Note) to be issued upon each conversion of this

Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the

date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”),

delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the

Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice)

to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion

Date”). The term “Conversion Shares” shall mean all of the Common Stock issuable upon conversion of this Note in the

aggregate. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal

Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if

any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest,

if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition to the Beneficial Ownership Limitation

provided for in this Note, the sum of the number of shares of Common Stock that may be issued under this Note shall be limited to the

Exchange Cap (as defined in the Purchase Agreement) (the “Exchange Cap”) unless the Shareholder Approval (as defined in the

Purchase Agreement) (“Shareholder Approval”) is obtained by the Company.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default

Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion

Price”) shall equal the Market Price (as defined in this Note), subject to adjustment as provided in this Note. “VWAP”

shall mean the dollar volume-weighted average price for the Common Stock on the Principal Market during Regular Trading Hours (as defined

in this Note). “Regular Trading Hours” shall mean “regular trading hours” as defined in Rule 600(b)(88) of Regulation

NMS promulgated under the federal securities laws. “Market Price” shall mean 80% of the average of the three (3) lowest VWAP

prices of the Common Stock on the Principal Market during the fifteen (15) Trading Days immediately preceding the respective Conversion

Date. The Market Price shall not be less than $0.10 per share (the “Floor Price”), provided, however, that the Floor Price

shall not subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar

transaction that proportionately decreases or increases the Common Stock as provide in this Note. If at any time the Conversion Price

as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder,

the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased

to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion

Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion

shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled

to deduct $1,950.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice

of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination,

rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company,

at any time while this Note is outstanding: (i) pays astock dividend or otherwise makes a distribution or distributions payable in shares

of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a

largernumber of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller

number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any sharesof capital stock of the

Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock

(excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number

of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence

shall become effective immediately after the record date for the determination of shareholders 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. “Common

Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries (as defined in the Purchase Agreement)

(the “Subsidiaries”) which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,

any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock.

(b)

Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while

this Note is outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and

for any period of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not

be required to effectuate such conversion in the event of any reduction in Conversion Price by the Company.

1.3

Authorized and Reserved Shares. The Borrower covenants that at all times beginning on the Issue Date and continuing until the

Note is extinguished in the entirety, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of

shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 8,111,111

shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note at a conversion

price equal to the Conversion Price (assuming no payment of Principal Amount or interest) multiplied by (ii) five (5) (the “Reserved

Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable.

The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or

instructions to have the Conversion Shares issued as contemplated by Section 1.4(e) hereof, and (ii) agrees that its issuance of this

Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause

the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares

or cause the Conversion Shares to be issued as contemplated by Section 1.4(e) hereof in accordance with the terms and conditions of this

Note. If, at any time after the Issue Date, the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default

(as defined in this Note) under this Note.

1.4

Method of Conversion.

(a)

Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in

accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire

unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted

and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to

require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder

shall, prima facie, be controlling and determinative in the absence of manifest error.

(b)

Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in

the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that

of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or

property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held

for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have

established to the satisfaction of the Borrower that such tax has been paid.

(c)

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a

facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for

conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order

of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section

1.4(e) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the

entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company

shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion

Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit

the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon

the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to

the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount

equal to 2.0% of the product of (A) the sum of the number of Conversion

Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the

Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares

to the Holder without violating this Section 1.4(c); and (ii) the Holder, upon written notice to the Company, may void all or any portion

of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s

obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to

the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s

share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled

upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or

after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company,

then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i)

pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable

and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which

point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s

balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a

certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to

the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock,

times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver certificates representing

the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to

the terms hereof.

(d)

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or

Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,

the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall

be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect

to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,

cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,

the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of

the Conversion Shares as contemplated by Section 1.4(e) hereof) shall be absolute and unconditional, irrespective of the absence of any

action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against

any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the

holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of

any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower

to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date

so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York

time, on such date.

(e)

Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion

Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions

contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically

transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker

with DTC through its Deposit Withdrawal Agent Commission system.

1.5

Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such

shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have

been furnished with an opinion of counsel of Borrower or Holder to the effect that the shares to be sold or transferred may be sold or

transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144)

of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited

Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions

set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant

to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular

date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration

statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend,

shall bear a legend substantially in the following form, as appropriate:

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,

REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT

SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares

without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery

by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)

such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be

sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(k) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance

with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided

by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation

S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. The Borrower shall not effectuate any Fundamental Transaction (as defined in this Note)

or enter into any transaction documents for the effectuation of any Fundamental Transaction unless Borrower first obtains written consent

from the Holder. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust

or other entity or organization. “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including

through subsidiaries or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company

is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all

of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation

S-X) to one or more Persons, or (iii) make, or allow one or more Persons to make, or allow the Company to be subject to or have its Common

Stock be subject to or party to one or more Persons making a purchase, tender, or exchange offer that is accepted by the holders of at

least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any

shares of Common Stock held by all Persons making or party to, or affiliated with any such Persons making or party to, such purchase,

tender, or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Persons making or party to,

or affiliated with any Persons making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners

(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or

share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or

scheme of arrangement) with one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least

50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares

of Common Stock held by all the Persons making or party to, or affiliated with any entity making or party to, such stock purchase agreement

or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Persons become collectively

the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v)

reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates or otherwise, in one or more related transactions, allow any Person or Persons in the aggregate to be or become the “beneficial

owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,

conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,

reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise

in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common

Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such

Persons as of the Issue Date calculated as if any shares of Common Stock held by all such Persons were not outstanding, or (z) a percentage

of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the

Company sufficient to allow such Persons to effect a statutory short form merger or other transaction requiring other shareholders of

the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly,

including through subsidiaries, affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any

other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case

this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition

to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the

intended treatment of such instrument or transaction.

(b)

Adjustment Due to Merger, Consolidation, Etc. In addition to all other rights under this Note, if, at any time when this Note

is issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar

event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of

another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially

all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this

Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified

herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which

the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction

(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect

to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions

for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,

as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower

shall not effectuate any transaction described in this Section 1.6(b) unless Borrower first obtains written consent from the Holder and

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above

provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c)

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its

assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend

or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would

have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder

of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d)

Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible

securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record

holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock

acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before

the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date

as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e)

Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or

grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right

to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option

to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person

or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible

notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than

the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive

Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by

operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,

options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is lower than the Conversion Price, such issuance

shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price

shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever

such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible

promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement) (a “Variable Rate

Transaction”)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective

price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies

with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such

Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations

for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion

at the Base Conversion Price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,

which remedy shall be in addition to any right to collect damage. In the event of an issuance of securities involving multiple tranches

or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial

closing.

(f)

Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events

described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each

respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the

Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number

of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion

of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including

but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within

one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion

Price in effect at such time based upon the Dilutive Issuance, (ii) the

number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion

of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including

but not limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment

or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action

by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.

1.7

Status as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby shall

be deemed converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such converted portion of this Note

shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided

herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this

Note. Notwithstanding the foregoing, if the Holder has not received certificates for all shares of Common Stock prior to the tenth (10th)

business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless

the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the

rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable,

return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion

of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure

to convert this Note.

1.8

Prepayment. At any time on or prior to the last Trading Day immediately preceding the Maturity Date, the Borrower shall have the

right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount

and interest then due under this Note in accordance with this Section 1.8.

Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its

registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment

which shall be three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The

Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and

until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date, to instead convert all or any

portion of the Note at the Conversion Price, including the amount of this Note to be prepaid by the Borrower in accordance with this

Section 1.8. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of

the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance

with this Section 1.8, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) the prepayment percentage

set forth in the table immediately following this paragraph for the applicable prepayment period set forth in the table immediately following

this paragraph (“Prepayment Percentage”) multiplied by the Principal Amount then outstanding plus (x) the Prepayment

Percentage multiplied by the accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date.

Prepayment

Period

Prepayment

Percentage

The period beginning on the Issue Date and ending on the date which is sixty

(60) calendar days following the Issue Date.

100%

The period beginning on the date which is sixty-one (61) calendar days following the Issue

Date and ending on the last Trading Day immediately preceding the Maturity Date.

110%

1.9

Repayment from Proceeds. If, at any time on or after the Issue Date of this Note, and prior to the full repayment or full conversion

of all amounts owed under this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from any source or

series of related or unrelated sources on or after the Issue Date, including but not limited to, from the issuance of equity or debt,

the incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transaction, the conversion of outstanding warrants

of the Company or any of the Company’s Subsidiaries, the issuance of securities pursuant to an Equity Line of Credit (as defined

in this Note) of the Company, or the sale of assets (including but not limited to real property) by the Company or any of the Company’s

Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’ receipt of such proceeds,

inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require

the Company or the Subsidiaries to immediately apply up to 100% of such proceeds to repay all or any portion of the outstanding Principal

Amount and interest (including any Default Interest) then due under this Note. Failure of the Company to comply with this provision shall

constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between

the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or

underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a

registration statement of the Company for the investor’s or underwriter’s resale). For the avoidance of doubt, the Prepayment

Percentage as further provided for in Section 1.8 of this Note shall apply to any repayment of the Note under this Section 1.9 prior

to the date that is one hundred eighty-one (181) calendar days following the Issue Date.

ARTICLE

II. RANKING AND CERTAIN COVENANTS

2.1

Ranking and Security. This Note shall be a secured obligation of the Borrower, with priority over all existing and future Indebtedness

of the Borrower, as provided in that certain security agreement entered into between the Borrower and the Holder on the Issue Date (the

“Security Agreement”), except with respect to the Existing Secured Debt (as defined in this Note), which shall be pari passu

to this Note. In addition to all obligations under the Security Agreement, and so long as the Borrower shall have any obligation under

this Note, neither the Borrower nor any of the Borrower’s Subsidiaries shall (directly or indirectly) incur or suffer to exist

or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations

hereunder, except with respect to the Existing Secured Debt, which shall be pari passu to this Note. “Existing Secured Debt”

shall mean that certain senior secured convertible promissory note in the principal amount of $1,724,444 issued by the Borrower to Leviston

Resources, LLC on or around April 1, 2026, and that certain secured convertible promissory note in the principal amount of $275,000 to

be issued by the Borrower to FirstFire Global Opportunities Fund, LLC on or around the Issue Date. “Indebtedness” shall mean

all indebtedness, including but not limited to (a) all indebtedness of the Borrower or Subsidiaries for the deferred purchase price of

property or services, including any type of letters of credit, (b) all liabilities, obligations and indebtedness for borrowed money including,

but not limited to, all obligations of the Borrower or Subsidiaries evidenced by notes, bonds, debentures or other similar instruments,

Subsidiaries to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not

exceed the purchase price of the assets funded, (d) all guaranties, endorsements and other contingent obligations in respect of indebtedness

of Borrower, Subsidiaries or others, whether or not the same are or should be reflected in the Borrower’s or Subsidiaries’

consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or Subsidiaries in respect of obligations

of the kind referred to in clauses (a) through (d) above that the Borrower or Subsidiaries would not be permitted to incur or enter into,

and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or Subsidiaries is not permitted to

incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent

or otherwise, to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by

the Borrower or Subsidiaries, whether or not the Borrower or Subsidiaries has assumed or become liable for the payment of such obligation.

2.2

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without

the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,

property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional

shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its

capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s

disinterested directors.

2.3

Sale of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

2.4

Penny Stock. Notwithstanding anything to the contrary in this Note, upon the first occurrence of the Common Stock being deemed

to be a “penny stock” as defined in SEC Rule 240.3a51-1 on or after the Issue Date, this Note shall no longer be convertible

into Common Stock under any circumstances.

2.5

3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured

in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10)

Transaction”). Each time the Borrower fails to comply with this Section 2.4 of this Note, a liquidated damages charge of 25% of

the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable

to the Holder at Holder’s election in the form of a cash payment or added to the balance of this Note (under Holder’s and

Borrower’s expectation that this amount will tack back to the Issue Date), in addition to all other available remedies at law or

in equity.

2.6

Preservation of Business and Existence, etc. Beginning on the Issue Date and continuing for so long as the Borrower shall have

any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business;

(b) sell, divest, change the structure of any material assets other than in the ordinary course of business; or (c) enter into any Prohibited

Transaction (as defined in this Note). “Prohibited Transaction” shall mean any merchant cash advance transaction, sale of

receivables transaction, or any other similar transaction. In addition, so long as the Borrower shall have any obligation under this

Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and

privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets)

to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased

by it or in which the transaction of its business makes such qualification necessary.

2.7

Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles

of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to

protect the rights of the Holder.

2.8

Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder

to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute

and deliver to the Holder a new Note.

ARTICLE

III. EVENTS OF DEFAULT

shall be considered an event of default if any of the following events listed in this Article III (each, an “Event

of Default”) shall occur on or after the Issue Date:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this

Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

3.2

Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing

that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with

the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)

any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required

by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or

delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)

any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares

issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,

statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue

uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2)

Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its

transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note,

if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the

option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced

funds shall be added to the principal balance of the Note.

3.3

Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the

Purchase Agreement, Security Agreement, this Note, Irrevocable Transfer Agent Instructions (as defined in the Purchase Agreement) (the

“Irrevocable Transfer Agent Instructions”), or in any agreement, statement or certificate given in writing pursuant hereto

or in connection herewith or therewith.

3.4

Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Security

Agreement, this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant

hereto or in connection herewith or therewith shall be false or misleading in any material respect when made.

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or

apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such

a receiver or trustee shall otherwise be appointed.

3.6

Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the

Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period

of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary

of the Borrower.

3.8

Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements

of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

3.9

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of

its business.

3.10

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its

debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going

concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11

Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property

or other assets which are necessary to conduct its business (whether now or in the future).

3.12

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or

period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

3.13

Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,

prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved

Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.14

Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any notes,

loans, agreements or other instruments of the Company evidencing any Indebtedness of the Company (including those filed as exhibits to

or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.

3.15

Variable Rate and Prohibited Transactions. The Borrower consummates a Variable Rate Transaction or Prohibited Transaction at any

time on or after the Issue Date.

3.16

Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or

any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public

information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s

filing of a Form 8-K pursuant to Regulation FD on that same date.

3.17

Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder

is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s

brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion

of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon

deposit such shares into the Holder’s brokerage account.

3.18

Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s

Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be listed or quoted on a Principal Market.

3.16

Penny Stock. If, at any time on or after the Issue Date, the Common Stock becomes a “penny stock” as defined in SEC

Rule 240.3a51-1 on or after the Issue Date.

3.17

Shareholder Approval. The Company fails to (i) obtain the Shareholder Approval and (ii) cause the Shareholder Approval to become

effective pursuant to the rules promulgated under the 1934 Act, in each case prior to the date that is one hundred eighty (180) calendar

days after the Issue Date

3.18

Market Capitalization. The Borrower fails to maintain a market capitalization of at least $10,000,000

on any Trading Day, which shall be calculated by multiplying (i) the closing price of the Borrower’s Common Stock on the Trading

Day immediately preceding the respective date of calculation by (ii) the total shares of the Borrower’s Common Stock issued and

outstanding on the Trading Day immediately preceding the respective date of calculation.

3.19

Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this

Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,

an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full

repayment multiplied by 150% (collectively the “Default Amount”),

as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice,

all of which hereby are expressly waived by the Borrower. n addition, the principal balance of the Note shall increase by $5,000.00 on

the 1st of each calendar month after the date of the occurrence of an Event of Default until the Note is repaid in the entirety.

Holder may, in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock

pursuant to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date).

The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE

IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder

are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications

shall be:

to the Borrower, to:

NextNRG,

Inc.

407

Lincoln Rd., #9F

Miami

Beach, FL 33190

Attention:

Michael D. Farkas

e-mail:

to the Holder:

AGILE

HUDSON PARTNERS LLC

641

Lexington Avenue, 17th Floor

New

York, NY 10022

e-mail:

4.3

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the

Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally

executed, or if later amended or supplemented, then as so amended or supplemented.

4.4

Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit

of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without

the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined

in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined

under the 1934 Act, without the consent of the Borrower.

4.5

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,

including reasonable attorneys’ fees.

4.6

Arbitration of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall

submit all Claims (as defined in Exhibit B of the Purchase Agreement) (the “Claims”) arising under this Note or any other

agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant

to the arbitration provisions set forth in Exhibit B of the Purchase Agreement (the “Arbitration Provisions”). The Company

and Holder hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the Company and Holder hereto

and are severable from all other provisions of this Note. By executing this Note, Company represents, warrants and covenants that Company

has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so),

understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder,

agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the

foregoing representations. The Company acknowledges and agrees that Holder may rely upon the foregoing representations and covenants

of the Company regarding the Arbitration Provisions. This Note shall be construed and enforced in accordance with, and all questions

concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State

of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any

other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company

and Holder consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Note or any other

agreement between the Company and Holder or their respective affiliates (including but not limited to the Transaction Documents) or any

Claim relating to the relationship of the Company and Holder or their respective affiliates shall be in the State of Delaware. Without

modifying the Company’s and Holder’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for

any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including any

governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s transfer agent

and the Company, such litigation specifically includes, without limitation any action between or involving Company and the Company’s

transfer agent or otherwise related to Holder in any way (specifically including, without limitation, any action where Company seeks

to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of

Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction

of any state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive venue of any such court for the

purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where Company seeks

to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of

Common Stock to Holder for any reason) outside of any state or federal court sitting in the State of Delaware, and (iv) waives any claim

of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the

bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding

anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the

Holder to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the Holder, including

through a legal action in any court of competent jurisdiction, or (ii) shall limit, or shall be deemed or construed to limit, any provision

of Section 4.15 of this Note. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction

of any such court, and any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit,

action or proceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process

and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate,

instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to Company 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 law. The prevailing party in any action or dispute brought in connection with

this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from

the other party its reasonable attorney’s fees and costs. If any provision of this Note shall be invalid or unenforceable in any

jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note in that

jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction.

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal

Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid

interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt

of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages

and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return

from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares

pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate

to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common

Stock.

4.8[Intentionally

Omited].

4.9

Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,

by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at

law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the

Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in

equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach

of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without

any bond or other security being required.

4.10

Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed

against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

the interpretation of, this Note.

4.11

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever

claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at

any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right

or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided

that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall

not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable

law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if

the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any

official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum

Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness

evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be

refunded to the Company, the manner of handling such excess to be at the Holder’s election.

4.12

Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of

law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and

shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under

any law shall not affect the validity or enforceability of any other provision of this Note.

4.13

Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries

of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably

believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably

believes was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit

of such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such

additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security,

and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether

the Borrower complied with the notification provision of this Section 4.13). The types of terms contained in another security that may

be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, conversion

price, and original issue discounts.

4.14

[Intentionally Omitted].

4.15

Dispute Resolution.

(a)

In the case of a dispute relating to the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue Date, Closing

Date, Maturity Date, or fair market value (as the case may be) (including, without limitation, a dispute relating to the determination

of any of the foregoing) (the “Note Calculations”), the Company or the Holder (as the case may be) shall submit the dispute

to the other party via electronic mail (A) if by the Company, within two (2) Trading Days after the occurrence of the circumstances giving

rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute.

If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Trading Days following such initial

notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the

Holder may, at its sole option, submit the dispute to an independent, reputable investment bank or independent, outside accountant selected

by the Holder (the “Independent Third Party”), and the Company shall pay all expenses of such Independent Third Party.

(b)

The Holder and the Company shall each deliver to such Independent Third Party (A) a copy of the initial dispute submission so delivered

in accordance with the first sentence of this Section 4.15(a) and (B) written documentation supporting its position with respect to such

dispute, in each case, no later than 5:00 p.m. (New York time) by second (2nd) Business Day immediately following the date on which the

Holder selected such Independent Third Party (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby

waives its right to) deliver or submit any written documentation or other support to such Independent Third Party with respect to such

dispute and such Independent Third Party shall resolve such dispute based solely on the Required Dispute Documentation that was delivered

to such Independent Third Party prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and the Holder or otherwise requested by such Independent Third Party, neither the Company nor the Holder shall be entitled to deliver

or submit any written documentation or other support to such Independent Third Party in connection with such dispute, other than the

Required Dispute Documentation.

(c)

The Company and the Holder shall cause such Independent Third Party to determine the resolution of such dispute and notify the Company

and the Holder of such resolution no later than five (5) Business Days immediately following the Dispute Submission Deadline. The fees

and expenses of such Independent Third Party shall be borne solely by the Company, and such Independent Third Party’s resolution

of such dispute shall be final and binding upon all parties absent manifest error.

(d)

The Company expressly acknowledges and agrees that (i) this Section 4.15 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under the rules then in effect under the Delaware Rules of Civil Procedure

(“DRCP”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to the DRCP in order to

compel compliance with this Section 4.15, (ii) a dispute relating to the Note Calculations includes, without limitation, disputes as

to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the

consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed

issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security

or the like constitutes a Common Stock Equivalent and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note

and each other applicable Transaction Document shall serve as the basis for the selected Independent Third Party’s resolution

of the applicable dispute, such Independent Third Party shall be entitled (and is hereby expressly authorized) to make all findings,

determinations and the like that such Independent Third Party determines are required to be made by such Independent Third Party in

connection with its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed

issuance or sale of Common Stock occurred under Section 1.6 of this Note, (B) the consideration per share at which an issuance or

deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an

issuance or sale or deemed issuance or sale, (D) whether an agreement, instrument, security or the like constitutes a Common Stock

Equivalent and (E) whether a Dilutive Issuance occurred) and in resolving such dispute such Independent Third Party shall apply such

findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents, and (iv) nothing in

this Section 4.15 shall limit the Holder from obtaining any injunctive

relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section

4.15)

[signature

page follows]

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on April 15, 2026.

NextNRG, Inc.

By:

/s/ Michael D. Farkas

Name:

Michael D. Farkas

Title:

Chief Executive Officer

EX-10.3

Filename: ex10-3.htm · Sequence: 4

Exhibit

10.3

SECURITY

AGREEMENT

This

SECURITY AGREEMENT, dated as of April 15, 2026 (this “Agreement”), is among NextNRG, Inc., a Delaware corporation

(the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries,

the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”)

and Agile Hudson Partners LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured

Parties”).

I T N E S S E T H:

WHEREAS,

pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around April 15, 2026 (the “Purchase

Agreement”), the Company has agreed to issue that certain 10% secured promissory note dated April 15, 2026, in the original principal

amount of $275,000.00 (the “Note”);

WHEREAS,

in order to induce the Secured Parties to enter into the Purchase Agreement, extend the loan evidenced by the Note under the Purchase

Agreement, each Debtor has agreed to execute and deliver to the Secured Parties this Agreement and to grant the Secured Parties, a security

interest in certain property of such Debtors to secure the prompt payment, performance and discharge in full of all of the Company’s

obligations under the Note.

NOW,

THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms

used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel

paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,

“general intangibles”, “goods”, “instruments”, “inventory”, “investment property”,

“letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings

given such terms in Article 9 of the UCC.

(a)

“Collateral” means the collateral in which the Secured Parties are granted a security interest by this Agreement in

all of the Debtors’ assets, and which shall include but is not limited to the following personal property of the Debtors, whether

presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto

and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds

from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all

dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable

or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Securities (as defined below):

(i)

All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,

furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever

situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements

therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any

Debtor’s businesses and all improvements thereto; and (B) all inventory;

(ii)

All contract rights and other general intangibles, including, without limitation, Intellectual Property, all partnership interests, membership

interests, stock or other securities, rights under any of the Organizational Documents, agreements related to the Pledged Securities,

licenses, distribution and other agreements, computer software (whether “off-the-shelf”, licensed from any third party or

developed by any Debtor), computer software development rights, leases, franchises, customer lists, quality control procedures, grants

and rights, goodwill, Intellectual Property, income tax refunds, and employee retention tax credits;

(iii)

All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,

goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect

to each account, including any right of stoppage in transit;

(iv)

All documents, letter-of-credit rights, instruments and chattel paper;

(v)

All commercial tort claims (including but not limited to any such claims that arise in connection with any existing or future claims

of breaches of loyalty, good faith, care, or obedience against any past, present, or future officers or directors of any of the Debtors);

(vi)

All deposit accounts and all cash (whether or not deposited in such deposit accounts);

(vii)

All investment property;

(viii)

All supporting obligations; and

(ix)

All files, records, books of account, business papers, and computer programs; and

(x)

the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.

Without

limiting the generality of the foregoing, the “Collateral” shall include all investment property and general intangibles

respecting ownership and/or other equity interests in each Guarantor, including, without limitation, the shares of capital stock and

the other equity interests disclosed in the SEC Documents (as defined in the Purchase Agreement) (the “SEC Documents”)

and listed on Schedule E hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares

of capital stock and/or other equity interests of any other direct or indirect subsidiary of any Debtor obtained in the future, and,

in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants, stock,

other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged for, any

of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited to, all dividends,

interest and cash.

Notwithstanding

the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes

void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent

that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided,

however, that, to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset

and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(b)

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual

property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, (i) all copyrights

arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered

and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,

without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all letters patent of

the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications

for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, (iii)

all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos,

domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired,

all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark

Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof,

or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under the laws of the United States, any other

country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals or extensions of the foregoing, (vi) all

licenses for any of the foregoing, and (vii) all causes of action for infringement of the foregoing.

(c)

[Intentionally Omitted].

(d)

“Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly

executed and such other instruments or documents as the Secured Parties may reasonably request.

(e)

“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or

several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured

Parties, including, without limitation, all obligations under this Agreement, the Note, and any other instruments, agreements or other

documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or

involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether

or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations

or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of

the Secured Parties as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended

or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without

limitation: (i) principal, interest, and penalties under the Note and all other amounts owed thereunder; (ii) any and all other fees,

indemnities, costs, obligations and liabilities of the Debtors from time to time under or in connection with this Agreement, the Note,

and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all

amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that

the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar

proceeding involving any Debtor.

(f)

“Organizational Documents” means, with respect to any Debtor, the documents by which such Debtor was organized (such

as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,

any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of

such Debtor (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

(g)

“Pledged Interests” shall have the meaning ascribed to such term in Section 4(j).

(h)

“Pledged Securities” shall have the meaning ascribed to such term in Section 4(i).

(i)

“UCC” means the Uniform Commercial Code of the State of Delaware and or any other applicable law of any state or states

which has jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent

of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will

be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the

definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing

ones shall be controlling.

Grant of Security Interest in Collateral. As an inducement for the Secured Parties to enter into the Purchase Agreement and extend

the loan evidenced by the Note, and to secure the complete and timely payment, performance and discharge in full, as the case may be,

of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Parties

a security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever

kind and nature in and to, the Collateral (a “Security Interest” and, collectively, the “Security Interests”).

Delivery of Certain Collateral. Contemporaneously or prior to the execution of this Agreement, each Debtor shall deliver or cause

to be delivered to the Secured Parties (a) any and all certificates and other instruments representing or evidencing the Pledged Securities,

and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together

with all Necessary Endorsements. The Debtors are, contemporaneously with the execution hereof, delivering to Secured Parties, or have

previously delivered to Secured Parties, a true and correct copy of each Organizational Document governing any of the Pledged Securities.

Representations, Warranties, Covenants and Agreements of the Debtors. Except as set forth under the corresponding section of the

disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure

Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as

follows:

(a)

Each Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement

and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement and the

filings contemplated therein have been duly authorized by all necessary action on the part of such Debtor and no further action is required

by such Debtor. This Agreement has been duly executed by each Debtor. This Agreement constitutes the legal, valid and binding obligation

of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors

and by general principles of equity.

(b)

The Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily

at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A

attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such

Collateral is located, and there exist no mortgages or other liens on any such real property. Except as disclosed on Schedule A,

none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

(c)

Except as set forth in Schedule C attached hereto, the Debtors are the sole owner of the Collateral (except for non-exclusive

licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights

or claims. The Debtors are fully authorized to grant the Security Interests. Except as set forth in Schedule C attached hereto,

there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security

agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Parties

pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth in Schedule C attached hereto and

except pursuant to this Agreement, as long as this Agreement shall be in effect, the Debtors shall not execute and shall not knowingly

permit to be on file in any such office or agency any other financing statement or other document or instrument (except to the extent

filed or recorded in favor of the Secured Parties pursuant to the terms of this Agreement).

(d)

No written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third party.

There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral in any

jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding

involving said rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial body, administrative or

regulatory agency, arbitrator or other governmental authority.

(e)

Each Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business

and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records

or tangible Collateral unless it delivers to the Secured Parties at least 30 days prior to such relocation (i) written notice of such

relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements

under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests

to create in favor of the Secured Parties a valid, perfected and continuing perfected first priority lien in the Collateral.

(f)

This Agreement creates in favor of the Secured Parties a valid security interest in the Collateral securing the payment and performance

of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder

in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected. Except

for the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, the execution

and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each

deposit account of the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary

to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for

the filing of said financing statements and the execution and delivery of said deposit account control agreements, no consent of any

third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory

body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests

created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Parties hereunder.

(g)

Each Debtor hereby authorizes the Secured Parties to file one or more financing statements under the UCC with respect to the Security

Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it. The Secured Parties shall have the

right (and are hereby authorized to) to file with the applicable filing office(s) such financing statements, amendments, addenda, continuations,

terminations, assignments and other records (whether or not executed by Debtors) to perfect and to maintain perfected first priority

security interests in the Collateral by the Secured Parties, including but not limited to a financing statement on Form UCC-1 with the

State of Delaware and in all other applicable jurisdictions with respect to the Collateral promptly upon the execution of this Agreement,

as well as with the proper filing and recording agencies (including but not limited to any filings with the United States Copyright Office

and the United States Patent and Trademark Office).

(h)

The execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational

Documents of any Debtor or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law,

rule or regulation applicable to any Debtor, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of

time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with

or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Debtor’s

debt or otherwise) or other understanding to which any Debtor is a party or by which any property or asset of any Debtor is bound or

affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Debtor) necessary for any

Debtor to enter into and perform its obligations hereunder have been obtained.

(i)

The capital stock and other equity interests listed on Schedule E hereto (the “Pledged Securities”) represent

all of the capital stock and other equity interests owned, directly or indirectly, by the Company, including but not limited to all of

the Company’s capital stock and other equity interests in the Guarantors. All of the Pledged Securities are validly issued, fully

paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security

interest or other encumbrance except for the security interests created by this Agreement.

(j)

The ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged

Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UCC and are not held

in a securities account or by any financial intermediary.

(k)

Each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected first priority

liens and security interests in the Collateral in favor of the Secured Parties until this Agreement and the Security Interest hereunder

shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same against the claims of any and all persons

and entities. Each Debtor shall safeguard and protect all Collateral for the account of the Secured Parties. Each Debtor shall pay the

cost of filing the same in all public offices wherever filing is, or is deemed by the Secured Parties to be, necessary or desirable to

effect the rights and obligations provided for herein. Each Debtor shall file with the applicable filing office(s) such financing statements,

amendments, addenda, continuations, terminations, assignments and other records (whether or not executed by Debtor) to perfect and to

maintain perfected security interests in the Collateral by the Secured Parties, including but not limited to (a) promptly upon the execution

of this Agreement, a financing statement on Form UCC-1 shall be filed with the State of Delaware and in all other applicable jurisdictions

on behalf of the Secured Parties with respect to the Collateral. The Financing Statement shall designate the Secured Parties as the secured

party and Debtor as the debtor, shall identify the security interest in the Collateral, and contain any other items required by law.

Without limiting the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral

and the Security Interests hereunder, and each Debtor shall obtain and furnish to the Secured Parties from time to time, upon demand,

such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.

(l)

No Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive

licenses granted by a Debtor in its ordinary course of business and sales of inventory by a Debtor in its ordinary course of business)

without the prior written consent of the Secured Parties.

(m)

Each Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall

not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(n)

Each Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral

hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation

having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such

entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement

cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy

to certify to the Secured Parties, that (a) the Secured Parties will be named as lender loss payee and additional insured under each

such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer

will promptly notify the Secured Parties and such cancellation or change shall not be effective as to the Secured Parties for at least

thirty (30) days after receipt by the Secured Parties of such notice, unless the effect of such change is to extend or increase coverage

under the policy; and (c) the Secured Parties will have the right (but no obligation) at its election to remedy any default in the payment

of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) under

the Note exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each

instance will be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred

to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable

to the applicable Debtor; provided, however, that payments received by any Debtor after an Event of Default occurs and

is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Secured Parties and accordingly,

if received by such Debtor, shall be held in trust for the Secured Parties and immediately paid over to the Secured Parties. Copies of

such policies or the related certificates, in each case, naming the Secured Parties as lender loss payee and additional insured shall

be delivered to the Secured Parties at least annually and at the time any new policy of insurance is issued.

(o)

Each Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Parties promptly, in sufficient detail, of

any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value

of the Collateral or on the Secured Parties’ security interest therein.

(p)

Each Debtor shall promptly execute and deliver to the Secured Parties such further deeds, mortgages, assignments, security agreements,

financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Parties

may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’

security interest in the Collateral, including, without limitation, if applicable, the execution and delivery of a separate security

agreement with respect to each Debtor’s Intellectual Property in which the Secured Parties have been granted a security interest

hereunder, in a form acceptable to the Secured Parties, which shall be subject to all of the terms and conditions hereof.

(q)

Each Debtor shall permit the Secured Parties and its representatives and agents to inspect the Collateral during normal business hours

and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured

Parties from time to time.

(r)

Each Debtor shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims,

causes of action and accounts receivable in respect of the Collateral.

(s)

Each Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution

or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect

the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.

(t)

All information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor with respect to the Collateral

is accurate and complete in all material respects as of the date furnished.

(u)

The Debtors shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any

rights and franchises material to its business.

(v)

No Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one),

legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days prior written notice to

the Secured Parties of such change and, at the time of such written notification, such Debtor provides any financing statements or fixture

filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(w)

Except in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold,

sale or return, sale on approval, or other conditional terms of sale without the consent of the Secured Parties which shall not be unreasonably

withheld.

(x)

No Debtor may relocate its chief executive office to a new location without providing 30 days prior written notification thereof to the

Secured Parties and so long as, at the time of such written notification, such Debtor provides any financing statements or fixture filings

necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(y)

Each Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule

B attached hereto, which Schedule B sets forth each Debtor’s organizational identification number or, if any Debtor

does not have one, states that one does not exist.

(z)

(i) The actual name of each Debtor is the name set forth in Schedule B attached hereto; (ii) no Debtor has any trade names except

as set forth in Schedule B attached hereto; (iii) no Debtor has used any name other than that stated in the preamble hereto or

as set forth in Schedule B attached hereto for the preceding five years; and (iv) no entity has merged into any Debtor or been

acquired by any Debtor within the past five years except as set forth on Schedule B attached hereto.

(aa)

At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or

permit possession by the Secured Parties to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral

to the Secured Parties.

(bb)

Each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Secured Parties regarding

the Pledged Interests consistent with the terms of this Agreement without the further consent of any Debtor as contemplated by Section

8-106 (or any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a similar agreement (or one that

would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.

(cc)

Each Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Parties, or, if such delivery

is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created

by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall cause the underlying

chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).

(dd)

If there is any investment property or deposit account included as Collateral that can be perfected by “control” through

an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case

satisfactory to the Secured Parties, to be entered into and delivered to the Secured Parties.

(ee)

To the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying

letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.

(ff)

To the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Secured Parties

in notifying such third party of the Secured Parties’ security interest in such Collateral and shall use its best efforts to obtain

an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory

to the Secured Parties.

(gg)

If any Debtor shall at any time hold or acquire a commercial tort claim, such Debtor shall promptly notify the Secured Parties in a writing

signed by such Debtor of the particulars thereof and grant to the Secured Parties in such writing a security interest therein and in

the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured

Parties.

(hh)

Each Debtor shall immediately provide written notice to the Secured Parties of any and all accounts which arise out of contracts with

any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such

accounts and proceeds thereof, shall execute and deliver to the Secured Parties an assignment of claims for such accounts and cooperate

with the Secured Parties in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar

federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds

thereof.

(ii)

Each Debtor shall cause each subsidiary of such Debtor (including but not limited to each subsidiary acquired or formed by a Debtor after

the date of this Agreement) to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an

Additional Debtor Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the

Debtors. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to

(or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules

then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates,

incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Parties

may reasonably request. Upon delivery of the foregoing to the Secured Parties, the Additional Debtor shall be and become a party to this

Agreement with the same rights and obligations as the Debtors, for all purposes hereof as fully and to the same extent as if it were

an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the

date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Debtors” shall be deemed

to include each Additional Debtor.

(jj)

Each Debtor shall vote the Pledged Securities to comply with the covenants and agreements set forth herein and in the Note.

(kk)

Each Debtor shall register the pledge of the applicable Pledged Securities on the books of such Debtor. Each Debtor shall notify each

issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Secured Parties on the books

of such issuer. Further, except with respect to certificated securities delivered to the Secured Parties, the applicable Debtor shall

deliver to Secured Parties an acknowledgement of pledge (which, where appropriate, shall comply with the requirements of the relevant

jurisdiction with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which acknowledgement

shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by the Secured Parties during

the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged Securities into the name of the

Secured Parties or any designee of Secured Parties, will take such steps as may be necessary to effect the transfer, and will comply

with all other instructions of Secured Parties regarding such Pledged Securities without the further consent of the applicable Debtor.

(ll)

In the event that, upon an occurrence of an Event of Default, Secured Parties shall sell all or any of the Pledged Securities to another

party or parties (herein called the “Transferee”) or shall purchase or retain all or any of the Pledged Securities,

each Debtor shall, to the extent applicable: (i) deliver to Secured Parties or the Transferee, as the case may be, the articles of incorporation,

bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books

of account, financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries;

(ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Debtors and their direct

and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental

or regulatory body in order to permit the sale of the Pledged Securities to the Transferee or the purchase or retention of the Pledged

Securities by Secured Parties and allow the Transferee or Secured Parties to continue the business of the Debtors and their direct and

indirect subsidiaries.

(mm)

Without limiting the generality of the other obligations of the Debtors hereunder, each Debtor shall promptly (i) cause to be registered

at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect

to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly

recorded at the applicable office, and (iii) give the Secured Parties notice whenever it acquires (whether absolutely or by license)

or creates any additional material Intellectual Property.

(nn)

Each Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments

and documents, and take all such further action as may be necessary or desirable, or as the Secured Parties may reasonably request, in

order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties to exercise

and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(oo)

Schedule D attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights,

and domain names owned by any of the Debtors as of the date hereof. Schedule D attached hereto lists all material licenses in

favor of any Debtor for the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and

trademarks of the Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the

Debtors have been duly recorded at the United States Copyright Office.

(pp)

None of the account debtors or other persons or entities obligated on any of the Collateral is a governmental authority covered by the

Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral.

Effect of Pledge on Certain Rights. If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership

interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon

the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the

issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Secured

Parties’ rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding

any provisions in the Organizational Documents or agreements to which any Debtor is subject or to which any Debtor is party.

Defaults. The following events shall each be an “Event of Default” under this Agreement:

(a)

The occurrence of an Event of Default (as defined in the Note) under the Note;

(b)

Any representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;

(c)

The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of notice

of such failure by or on behalf of the Secured Parties unless such default is capable of cure but cannot be cured within such time frame

and such Debtor is using best efforts to cure same in a timely fashion; or

(d)

If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability

thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having jurisdiction

over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any Debtor has any liability

or obligation purported to be created under this Agreement.

Duty To Hold In Trust.

(a)

Upon the occurrence of any Event of Default under this Agreement and at any time thereafter, each Debtor shall, upon receipt of any revenue,

income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Note or otherwise, or of

any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for

the Secured Parties and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Parties, for application

to the satisfaction of the Obligations.

(b)

If any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares

of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants, rights

or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification

or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of its direct or indirect

subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in exchange for, such Pledged Securities

or otherwise), such Debtor agrees to (i) accept the same as the agent of the Secured Parties; (ii) hold the same in trust on behalf of

and for the benefit of the Secured Parties; and (iii) to deliver any and all certificates or instruments evidencing the same to Secured

Parties on or before the close of business on the fifth business day following the receipt thereof by such Debtor, in the exact form

received together with the Necessary Endorsements, to be held by Secured Parties subject to the terms of this Agreement as Collateral.

Rights and Remedies Upon Default.

(a)

Upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties, shall have the right to exercise all of

the remedies conferred hereunder and under the Note, and the Secured Parties shall have all the rights and remedies of a secured party

under the UCC. Without limitation, the Secured Parties shall have the following rights and powers:

(i)

The Secured Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance

of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Debtor shall

assemble the Collateral and make it available to the Secured Parties at places which the Secured Parties shall reasonably select, whether

at such Debtor’s premises or elsewhere, and make available to the Secured Parties, without rent, all of such Debtor’s respective

premises and facilities for the purpose of the Secured Parties taking possession of, removing or putting the Collateral in saleable or

disposable form.

(ii)

Upon notice to the Debtors by Secured Parties, all rights of each Debtor to exercise the voting and other consensual rights which it

would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise

be authorized to receive and retain, shall cease. Upon such notice, the Secured Parties shall have the right to receive any interest,

cash dividends or other payments on the Collateral and, at the option of Secured Parties, to exercise in such Secured Parties’

discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Secured Parties shall have the right

(but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including,

without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization,

consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect

subsidiaries.

(iii)

The Secured Parties shall have the right to operate the business of each Debtor using the Collateral and shall have the right to assign,

sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with

or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time

or times and at such place or places, and upon such terms and conditions as the Secured Parties may deem commercially reasonable, all

without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Debtor

or right of redemption of a Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral,

the Secured Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being

sold, free from and discharged of all trusts, claims, right of redemption and equities of any Debtor, which are hereby waived and released.

(iv)

The Secured Parties shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or

accounts to make payments directly to the Secured Parties, on behalf of the Secured Parties, and to enforce the Debtors’ rights

against such account debtors and obligors.

(v)

The Secured Parties may (but are not obligated to) direct any financial intermediary or any other person or entity holding any investment

property to transfer the same to the Secured Parties or its designee.

(vi)

The Secured Parties may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the

United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Parties or any designee or any purchaser

of any Collateral.

(b)

The Secured Parties shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not

be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Parties may sell the Collateral

without giving any warranties and may specifically disclaim such warranties. If the Secured Parties sell any of the Collateral on credit,

the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor waives any and all rights that

it may have to a judicial hearing in advance of the enforcement of any of the Secured Parties’ rights and remedies hereunder, including,

without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights

and remedies with respect thereto.

(c)

For the purpose of enabling the Secured Parties to further exercise rights and remedies under this Section 8 or elsewhere provided by

agreement or applicable law, each Debtor hereby grants to the Secured Parties, for the benefit of the Secured Parties, an irrevocable,

nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following

an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located,

and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software

and programs used for the compilation or printout thereof.

Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments

made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding,

storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred

in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Secured Parties in enforcing

the Secured Parties’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction

of the Obligations to the Secured Parties, and to the payment of any other amounts required by applicable law, after which the Secured

Parties shall pay to the applicable Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the

proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, the Debtors will be liable for

the deficiency, together with interest thereon, at the rate of the Default Interest (as defined in the Note), and the reasonable fees

of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by applicable law, each Debtor waives

all claims, damages and demands against the Secured Parties arising out of the repossession, removal, retention or sale of the Collateral,

unless due solely to the gross negligence or willful misconduct of the Secured Parties as determined by a final judgment (not subject

to further appeal) of a court of competent jurisdiction.

10.

Securities Law Provision. Each Debtor recognizes that Secured Parties may be limited in its ability to effect a sale to the public

of all or part of the Pledged Securities by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal

or state securities laws (collectively, the “Securities Laws”), and may be compelled to resort to one or more sales

to a restricted group of purchasers who may be required to agree to acquire the Pledged Securities for their own account, for investment

and not with a view to the distribution or resale thereof. Each Debtor agrees that sales so made may be at prices and on terms less favorable

than if the Pledged Securities were sold to the public, and that Secured Parties have no obligation to delay the sale of any Pledged

Securities for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each

Debtor shall cooperate with Secured Parties in its attempt to satisfy any requirements under the Securities Laws (including, without

limitation, registration thereunder if requested by Secured Parties) applicable to the sale of the Pledged Securities by Secured Parties.

11.

Costs and Expenses. Each Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with

any filing required hereunder, including without limitation, any financing statements, continuation statements, partial releases and/or

termination statements related thereto or any expenses of any searches reasonably required by the Secured Parties. The Debtors shall

also pay all other claims and charges which in the reasonable opinion of the Secured Parties is reasonably likely to prejudice, imperil

or otherwise affect the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Secured Parties

the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents,

which the Secured Parties may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or

enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and

pay to the Secured Parties the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and

of any experts and agents, which the Secured Parties may incur in connection with (i) the enforcement of this Agreement, (ii) the custody

or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement

of any of the rights of the Secured Parties under the Note. Until so paid, any fees payable hereunder shall be added to the principal

amount of the Note and shall bear interest at the rate of the Default Interest (as defined in the Note).

12.

Responsibility for Collateral. The Debtors assume all liabilities and responsibility in connection with all Collateral, and the

Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or

its unavailability for any reason. Without limiting the generality of the foregoing, (a) the Secured Parties do not (i) have any duty

(either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to

the Collateral, or (ii) have any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain

obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder.

The Secured Parties shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this

Agreement or the receipt by the Secured Parties of any payment relating to any of the Collateral, nor shall the Secured Parties be obligated

in any manner to perform any of the obligations of any Debtor under or pursuant to any such contract or agreement, to make inquiry as

to the nature or sufficiency of any payment received by the Secured Parties in respect of the Collateral or as to the sufficiency of

any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance

or to collect the payment of any amounts which the Secured Parties may be entitled at any time or times.

13.

Security Interests Absolute. All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute

and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into

in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance

of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from

the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the

Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any

other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its

sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which

might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests

granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even

if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy.

Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the

event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final

order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency

laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event,

each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any

prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance

with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person

or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy.

Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

14.

Term of Agreement. This Agreement and the Security Interests shall terminate on the date on which all payments under the Note

have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all

indemnities of the Debtors contained in this Agreement shall survive and remain operative and in full force and effect regardless of

the termination of this Agreement.

15.

Power of Attorney; Further Assurances.

(a)

Each Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint the Secured Parties and its officers, agents,

successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name

of the Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note,

checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance)

in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any financing statement or

any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications

and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security

interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt

for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses

respecting any Intellectual Property; and (vi) generally, at the option of the Secured Parties, and at the expense of the Debtors, at

any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the

Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order

to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors might or could do; and each Debtor hereby

ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest

and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation

set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents

or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after

the occurrence and during the continuance of an Event of Default, the Secured Parties are specifically authorized to execute and file

any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property

with the United States Patent and Trademark Office and the United States Copyright Office.

(b)

On a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing

and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B attached

hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested

by the Secured Parties, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this

Agreement, or for assuring and confirming to the Secured Parties the grant or perfection of a perfected security interest in all the

Collateral under the UCC.

(c)

Each Debtor hereby irrevocably appoints the Secured Parties as such Debtor’s attorney-in-fact, with full authority in the place

and instead of such Debtor and in the name of such Debtor, from time to time in the Secured Parties’ discretion, to take any action

and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement,

including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to

any of the Collateral without the signature of such Debtor where permitted by law, which financing statements may (but need not) describe

the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions

taken by the Secured Parties. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement

and thereafter as long as any of the Obligations shall be outstanding.

16.

Notices. All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the Purchase

Agreement (as such term is defined in the Note).

17.

Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the

guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Parties shall have the right,

in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way

modifying or affecting any of the Secured Parties’ rights and remedies hereunder.

18.

[Intentionally Omitted].

19.

Miscellaneous.

(a)

No course of dealing between the Debtors and the Secured Parties, nor any failure to exercise, nor any delay in exercising, on the part

of the Secured Parties, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single

or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise

of any other right, power or privilege.

(b)

All of the rights and remedies of the Secured Parties with respect to the Collateral, whether established hereby or by the Note or by

any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c)

This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the

subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the

parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be

waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors and the

Secured Parties holding 67% or more of the principal amount of Note then outstanding, or, in the case of a waiver, by the party against

whom enforcement of any such waived provision is sought.

(d)

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

(e)

No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing

waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall

any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f)

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Debtors

may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Secured Parties. The Secured

Parties may assign any or all of its rights under this Agreement to any party to whom such Secured Parties assigns or transfers any Obligations,

provided such transferee agrees in writing to be bound, with respect to the transferred Obligations, by the provisions of this Agreement

that apply to the “Secured Parties.”

(g)

Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order

to carry out the provisions and purposes of this Agreement.

(h)

The Debtors and Secured Parties shall submit all Claims (as defined in Exhibit B of the Purchase Agreement) (the “Claims”)

arising under this Agreement or any other agreement between the parties and their affiliates or any Claim relating to the relationship

of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase Agreement (the “Arbitration

Provisions”). The Debtors and Secured Parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally

binding on the Debtors and Secured Parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement,

Debtors represents, warrants and covenants that Debtors have reviewed the Arbitration Provisions carefully, consulted with legal counsel

about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious

and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Debtors will not take a position contrary to the foregoing representations. Debtors acknowledge and agree that Secured Parties may rely

upon the foregoing representations and covenants of Debtors regarding the Arbitration Provisions. This Agreement shall be construed and

enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement

shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. The Debtors and Secured Parties consent to and expressly agree that the exclusive venue for arbitration

of any Claims arising under this Agreement or any other agreement between the Debtors and Secured Parties or their respective affiliates

(including but not limited to the Transaction Documents (as defined in the Purchase Agreement)) or any Claim relating to the relationship

of the Debtors and Secured Parties or their respective affiliates shall be in the State of Delaware. Without modifying the Debtors’

and Secured Parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising

in connection with any of the Transaction Documents, each party hereto hereby (i) consents to and expressly submits to the exclusive

personal jurisdiction of any state or federal court sitting in the State of Delaware, (ii) expressly submits to the exclusive venue of

any such court for the purposes hereof, (iii) agrees to not bring any such action outside of any state or federal court sitting in the

State of Delaware, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum

or any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue

of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit,

or shall be deemed or construed to limit, the ability of the Secured Parties to realize on any collateral or any other security, or to

enforce a judgment or other court ruling in favor of the Secured Parties, including through a legal action in any court of competent

jurisdiction. The Debtors hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any objection to jurisdiction

and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and

any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper (including but not limited to based upon forum non conveniens). THE DEBTORS HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Debtors irrevocably waive personal service of process and consents

to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate, instrument

or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery) to Debtors at the address in effect for notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement

or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other

party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,

such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction

or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(i)

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all

of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by electronic transmission,

such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same

with the same force and effect as if such electronic signature were the original thereof.

(j)

All Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.

(k)

Each Debtor shall indemnify, reimburse and hold harmless the Secured Parties and their respective partners, members, managers, shareholders,

officers, directors, attorneys, employees, and agents (and any other persons with other titles that have similar functions) (including,

without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, “Indemnitees”)

from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including

fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee

in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities,

damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined

by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in

limitation of, any other indemnification provision in the Note, the Purchase Agreement (as such term is defined in the Note) or any other

agreement, instrument or other document executed or delivered in connection herewith or therewith.

(l)

Nothing in this Agreement shall be construed to subject the Secured Parties to liability as a partner in any Debtor or any if its direct

or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect subsidiaries that is a limited

liability company, nor shall the Secured Parties be deemed to have assumed any obligations under any partnership agreement or limited

liability company agreement, as applicable, of any such Debtor or any of its direct or indirect subsidiaries or otherwise, unless and

until any such Secured Parties exercise its right to be substituted for such Debtor as a partner or member, as applicable, pursuant hereto.

(m)

To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,

approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or compliance

with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive any such noncompliance

with the terms of said documents.

(o)

Notwithstanding anything to the contrary contained in this Agreement, the security interest(s) with respect to the Collateral created

by this Agreement shall be pari passu in priority to the security interest(s) with respect to the Collateral established for the Existing

Secured Debt (as defined in the Note).

[SIGNATURE

PAGE FOLLOW]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

NEXTNRG, INC.

By:

/s/ Michael D. Farkas

Name:

Michael

D. Farkas

Title:

Chief Executive Officer

NEXTNRG OPS LLC

By:

/s/ Michael D. Farkas

Name:

Michael D. Farkas

Title:

Manager

NEXTNRG Topanga Microgrid LLC

By:

/s/ Michael D. Farkas

Name:

Michael D. Farkas

Title:

Manager

NEXTNRG SUNNYSIDE MICROGRID LLC

By:

/s/ Michael D. Farkas

Name:

Michael D. Farkas

Title:

Manager

NEXTNRG HOLDING CORP.

By:

/s/ Michael D. Farkas

Name:

Michael D. Farkas

Title:

CEO

AGILE HUDSON PARTNERS LLC

By:

/s/ Aaron Greenblott

Name:

Aaron Greenblott

Title:

Managing Member

EX-10.4

Filename: ex10-4.htm · Sequence: 5

Exhibit

10.4

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 17, 2026, by and between NextNRG, Inc.,

a Delaware corporation, with headquarters located at 407 Lincoln Rd., #9F, Miami Beach, FL 33190 (the “Company”), and FIRSTFIRE

GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York,

NY 10022 (the “Buyer”).

WHEREAS:

A. The

Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

B. Buyer

desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth

in this Agreement, a secured promissory note of the Company, in the aggregate principal amount of $275,000.00 (as the principal amount

thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend

thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the

“Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”),

upon the terms and subject to the limitations and conditions set forth in such Note; and

C. The

Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth in

this Agreement; and

D. The

Company wishes to issue the Commitment Shares (as defined in this Agreement) as additional consideration for the purchase of the Note,

which all shall be earned in full as of the Closing Date, as further provided herein; and

E. In

connection with this Agreement, the Company and the Buyer have entered into a security agreement (the “Security Agreement”)

on the date of this Agreement, a form of which is attached hereto as Exhibit C.

NOW

THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase

of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase

from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any

day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by

law or executive order to remain closed.

b. Form

of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of$ 250,000.00 (the “Purchase Price”)

for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the

Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company

shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the

Closing Date, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer’s legal

fees in connection with the transactions contemplated by this Agreement.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the

Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

d. Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location

as may be agreed to by the parties (including via exchange of electronic signatures).

e. Commitment

Shares. On or before the Closing Date, the Company shall issue 50,000 shares of Common Stock (the “Closing Commitment Shares”)

to the Buyer, which shall be earned in full as of the Closing Date. If, at any time after the date of this Agreement, the Common Stock

would be deemed to be a “penny stock” as defined in SEC Rule 240.3a51-1 (the “Trigger Date”), then the remaining

Commitment Shares held by Buyer as of the Trigger Date (the “Remaining Commitment Shares”) shall automatically be deemed

cancelled and extinguished in the entirety as of the Trigger Date, and Buyer shall no longer have any rights to such Remaining Commitment

Shares as of the Trigger Date. The Company shall, on the Trigger Date, (i) provide to the Buyer and the Company’s transfer agent

all documentation required by the Company’s transfer agent for the cancellation of the Remaining Commitment Shares and (ii) pay

to Buyer on the Trigger Date an amount in cash equal to the number of Remaining Commitment Shares multiplied by $0.35 (as adjusted for

any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases

or increases the Common Stock) (the “Redemption Amount”). For the avoidance of doubt, Buyer shall no longer have any rights

to the Remaining Commitment Shares as of the Trigger Date, except the right to enforce the Company’s payment of the Redemption

Amount in cash to Buyer.

2. Buyer’s

Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

a. Investment

Purpose. As of the Closing Date, the Buyer is purchasing the Note (the Note, Commitment Shares, and shares of Common Stock issuable

upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”) shall collectively be referred to herein as

the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except

pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations

herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose

of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited

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

Investor”).

c. Reliance

on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer

set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information.

The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all

materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities

which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains

outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding

the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will

not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the

Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives

shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section

3 below.

e. Governmental

Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed

upon or made any recommendation or endorsement of the Securities.

f. Transfer

or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the

1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant

to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company,

an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary

for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred

pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred

to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”))

of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited

Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to

Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company,

at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate

transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made

only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances

in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the

1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and

(iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities

laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything

else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending

arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the

Securities hereunder, and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any notice

thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise

g. Legends.

The Buyer understands that until such time as the Note, Commitment Shares, and/or Conversion Shares, as applicable, have been registered

under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without

any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive

legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):