Form 8-K

8-K — SRX Global Inc.

Accession: 0001493152-26-040642

Filed: 2026-08-28

Period: 2026-08-27

CIK: 0001471727

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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0001471727

2026-08-27

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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): August 27, 2026

SRX

Global Inc.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-40477

83-4284557

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

801

US Highway 1

North

Palm Beach, Florida 33408

(Address

of Principal Executive Offices) (Zip Code)

(Registrant’s

Telephone Number, Including Area Code): (212) 896-1254

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 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value share

SRXH

NYSE

American

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.

Private

Placement

Securities

Purchase Agreement

August 27, 2026, SRX Global Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the

“Securities Purchase Agreement”) with certain accredited investors (the “Investors”) named therein. Pursuant

to the Securities Purchase Agreement, the Company sold 3,579 shares of the Company’s Series C convertible preferred stock, par

value $0.001 per share (the “Series C Preferred Stock”) to the Investors for a purchase price of $2,862,500.00, which purchase

price was satisfied by the assignment by Investors to the Company of certain Convertible Grid Promissory Notes issued by CERO Therapeutics

Holdings, Inc. in the aggregate original principal amount of $2,812,500.00 (the “CERO Notes”).

Series

C Preferred Stock

The

Company has designated 4,000 shares of the Company’s authorized and unissued preferred stock as Series C Preferred Stock (the “Series

C Shares”) and established the rights, preferences and privileges of the Series C Preferred Stock pursuant to the Certificate of

Designations of Rights and Preferences of the Series C Preferred Stock (the “Certificate of Designations”), as summarized

below:

General.

Each share of Series C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series C Preferred Stock will be

fully paid and non-assessable.

Ranking.

The Series C Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution

and winding up of the Company, ranks senior to all capital stock of the Company, except for the Company’s Series A Convertible

preferred stock, and Series B Convertible Preferred stock, in each case par value $0.001 per share, and in each case which ranks pari

passu with the Series C Preferred Stock, unless the Required Holders (as defined in the Certificate of Designations) consent to the creation

of other capital stock of the Company that is senior or equal in rank to the Series C Preferred Stock.

Dividends.

The holders of Series C Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as

dividends actually paid on shares of the Company’s Common Stock, when and if actually paid.

Conversion

Rights

Conversion

at Option of Holder. Each holder of Series C Preferred Stock may convert all, or any part, of the outstanding Series C Preferred

Stock, at any time at such holder’s option, into shares of the Common Stock (which converted shares of Common Stock are referred

to as “Conversion Shares” herein) at the fixed “Conversion Price” of $2.1888 which is subject to proportional

adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions.

Voluntary

Adjustment Right. Subject to the rules and regulations of the NYSE American, the Company has the right, at any time, with the written

consent of the Required Holders, to lower the fixed conversion price to any amount and for any period of time deemed appropriate by the

board of directors of the Company.

Alternate

Optional Conversion. At any time after the Stockholder Approval Date, each holder may alternatively elect to convert the Series C

Preferred Stock at the “Alternate Optional Conversion Price” equal to the lesser of: (i) the applicable conversion price,

and (ii) 95% of the lowest volume weighted average price of the Common Stock during the five consecutive trading days immediately prior

to such conversion.

Alternate

Conversion Upon a Triggering Event. At any time after the Stockholder Approval Date, following the occurrence and during the continuance

of a Triggering Event (as defined below), each holder may alternatively elect to convert the Series C Preferred Stock at the “Alternate

Triggering Event Conversion Price” equal to the lesser of: (i) the applicable conversion price, and (ii) 90% of the lowest volume

weighted average price of the Common Stock during the five consecutive trading days immediately prior to such conversion.

The

Certificate of Designations contains standard and customary triggering events (each, a “Triggering Event”), including but

not limited to: (i) the suspension from trading or the failure to list the Common Stock within certain time periods; (ii) failure to

declare or pay any dividend when due; (iii) the failure to timely file or make effective a registration statement on Form S-1 or Form

S-3 pursuant to the Registration Rights Agreement (as defined below), (iv) the Company’s failure to cure a conversion failure or

notice of the Company’s intention not to comply with a request for conversion of any Series C Preferred Stock, and (iv) bankruptcy

or insolvency of the Company.

Stockholder

Approval. The Company is required to seek stockholder approval of the issuance of all of the shares of Common Stock issuable upon

the conversion of the Series C Shares and exercise of the Warrants, in compliance with the rules and regulations of the NYSE American,

without regard to any limitations on conversion or exercise set forth in the Certificate of Designations or Warrants, respectively, and

without giving effect to the limitation on the Conversion Floor Price (as defined in the Certificate of Designations) (the “Stockholder

Approval”, and the date of such approval, the “Stockholder Approval Date”).

Change

of Control Exchange. Upon a change of control of the Company, each holder may require the Company to exchange the holder’s

shares of Series C Preferred Stock for consideration equal to the Change of Control Election Price (as defined in the Certificate of

Designations), to be satisfied at the Company’s election in either (x) cash or (y) rights convertible into such securities or other

assets to which such holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been

held by such holder upon consummation of such corporate event.

Company

Optional Redemption. At any time the Company shall have the right to redeem in cash all, but not less than all, the shares of Series

C Preferred Stock then outstanding at a redemption price equal to 125% of the greater of (i) the Conversion Amount being redeemed as

of the Company optional redemption date and (ii) the product of (1) the conversion rate with respect to the Conversion Amount being redeemed

as of the Company optional redemption date multiplied by (2) the greatest closing sale price of the Common Stock on any Trading Day during

the period commencing on the date immediately preceding such Company optional redemption notice date and ending on the Trading Day immediately

prior to the date the Company makes the entire payment required to be made.

Fundamental

Transactions. The Certificate of Designations prohibit the Company from entering specified fundamental transactions (including, without

limitation, mergers, business combinations and similar transactions) unless the Company (or the Company’s successor) assumes in

writing all of the Company’s obligations under the Certificate of Designations and the other Transaction Documents (as defined

in the Certificate of Designations).

Voting

Rights. The holders of the Series C Preferred Stock shall have no voting power and no right to vote on any matter at any time, either

as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled to call

a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except

as provided in the Certificate of Designations (or as otherwise required by applicable law).

Covenants.

The Certificate of Designations contains a variety of obligations on the Company’s part not to engage in specified activities.

In particular, the Company will not, and will cause the Company’s subsidiaries to not, redeem, repurchase or declare any dividend

or distribution on any of the Company’s capital stock (other than as required under the Certificate of Designations) and will not

incur any indebtedness other than ordinary course trade payables or, subject to certain exceptions, incur any liens. In addition, the

Company will not issue any preferred stock or issue any other securities that would cause a breach or default under the Certificate of

Designations.

Reservation

Requirements. So long as any Series C Preferred Stock remains outstanding, the Company shall at all times reserve at least 200% of

the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all Series C Preferred Stock

then outstanding

Registration

Rights Agreement

conjunction with the Securities Purchase Agreement, on August 27, 2026, the Company entered a registration rights agreement with the

investors (the “Registration Rights Agreement”), pursuant to which the Company will be required to file a registration statement

with the Securities and Exchange Commission (the “SEC”), to register for resale the Common Stock issuable upon (x) the conversion

of the Series C Preferred Stock and (y) the exercise of the Warrants.

Item

3.02 Unregistered Sales of Equity Securities.

The

information provided in Item 1.01 with respect to the issuance of the shares of Series C Preferred Stock and the Warrants pursuant to

the Securities Purchase Agreement is incorporated herein by reference. All such securities will not be registered under the Securities

Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D

promulgated thereunder, or under any state securities laws. The Company relied on this exemption from registration in entering into the

Securities Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part

on representations made by the investors in the Securities Purchase Agreement. The securities may not be offered or sold in the United

States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the

exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Form of Certificate of Designations of Rights and Preferences and Limitations of the Series C Convertible Preferred Stock.

10.1*

Securities Purchase Agreement dated August 27, 2026 by and among the Company and the investors named therein

10.2*

Form of Registration Rights Agreement.

104

Cover

Page Interactive Data File (Embedded within the Inline XBRL document)

Certain

portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date:

August

28, 2026

SRX

GLOBAL INC.

By:

/s/

Carolina Martinez

Name:

Carolina

Martinez

Title:

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF

SERIES

C CONVERTIBLE PREFERRED STOCK OF

SRX

GLOBAL INC.

Carolina Martinez, hereby certify that I am the Chief Financial Officer, Secretary and Treasurer of SRX Global Inc., (the “Company”),

a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby

certify:

That

pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s

Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Section 151(g) of the DGCL, the

Board on August 26, 2026 adopted the following resolution determining it desirable and in the best interests of the Company and its stockholders

for the Company to create a series of Four Thousand (4,000) shares of preferred stock designated as “Series C Convertible Preferred

Stock”, none of which shares have been issued, to be issued pursuant to the Securities Purchase Agreement (as defined below),

in accordance with the terms of the Securities Purchase Agreement:

RESOLVED,

that pursuant to the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of

preferred stock, par value $0.001 per share, of the Company be and hereby is created pursuant to this certificate of designations (this

“Certificate of Designations”), and that the designation and number of shares established pursuant hereto and the

voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications,

limitations and restrictions thereof are as follows:

TERMS

OF SERIES C CONVERTIBLE PREFERRED STOCK

Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated

as “Series C Convertible Preferred Stock” (the “Series C Convertible Preferred Stock”). The authorized

number of shares of Series C Convertible Preferred Stock (the “Preferred Shares”) shall be Four Thousand (4,000) shares.

Each Preferred Share shall have a par value of $0.001 per share. Capitalized terms not defined herein shall have the meaning as set forth

in Section 32 below.

Ranking. Except to the extent that the Required Holders (as defined in the Securities Purchase Agreement) expressly consent to

the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below) in accordance with Section 16, all

shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect to the preferences as to dividends,

distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein collectively

as “Junior Stock”). The Company’s Series B Convertible Preferred Stock, which was created prior to the Initial

Issuance Date (as defined below), shall rank pari passu with the Preferred Shares. For the avoidance of doubt, the Preferred Shares will,

with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank (A) junior to the Senior Preferred Stock,

(B) on parity with the Parity Stock and (C) senior to the Junior Stock. The rights of all such shares of capital stock of the Company

shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this

Certificate of Designations, without the prior express consent of the Required Holders, voting separately as a single class, the Company

shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Shares

in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company

(collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences

as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, with the Series

B Preferred Stock, the “Parity Stock”) or (iii) any Junior Stock having a maturity date or any other date requiring

redemption or repayment of such shares of Junior Stock that is prior to the second anniversary of the Initial Issuance Date. In the event

of the merger or consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights,

powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall result inconsistent therewith.

Dividends.

(a)

In addition to Section 7, Section 8 and/or Section 15 below, as applicable, subject to the senior rights of the Senior

Preferred Stock, and pari passu with the holders of shares of Parity Stock, from and after the first date of issuance of any Preferred

Shares (the “Initial Issuance Date”), each holder of a Preferred Share (each, a “Holder” and collectively,

the “Holders”) shall be entitled to receive dividends (“Dividends”) when and as declared by the

Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor,

payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets

as determined by the Board on the Stated Value of such Preferred Share.

(b)

Notwithstanding the foregoing, from and after the occurrence and during the continuance of any Triggering Event (as defined below), dividends

(“Default Dividends”) shall accrue on the Stated Value of each Preferred Share at a rate of fifteen percent (15.0%)

(the “Default Rate”) per annum computed on the basis of a 360-day year and twelve 30-day months. Default Dividends

shall be payable by way of inclusion of Default Dividends in the Conversion Amount (as defined below) on each Conversion Date (as defined

below) in accordance with Section 4(b) or upon any redemption in accordance with Section 9 or as otherwise provided herein.

In the event that such Triggering Event is subsequently cured (and no other Triggering Event then exists), the accrual of Default Dividends

referred to in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure;

provided that Default Dividends as calculated and unpaid during the continuance of such Triggering Event shall continue to apply to the

extent relating to the days after the occurrence of such Triggering Event through and including the date of such cure of such Triggering

Event.

Conversion. At any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully

paid and non-assessable shares of Common Stock (the “Conversion Shares”), on the terms and conditions set forth in

this Section 4.

(a)

Holder’s Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial

Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly

issued, fully paid and non-assessable Conversion Shares in accordance with Section 4(c) at the Conversion Rate (as defined

below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the

issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest

whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation,

fees and expenses of the Company’s transfer agent (the “Transfer Agent”)) that may be payable with respect to

the issuance and delivery of Common Stock upon conversion of any Preferred Shares.

(b)

Conversion Rate. Except as otherwise provided herein, the number of Conversion Shares issuable upon conversion of any Preferred

Share pursuant to this Section 4 shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion

Price (as defined below) (the “Conversion Rate”).

(i)

For purposes of this Certificate of Designations, the term “Conversion Amount” means, with respect to each Preferred

Share, as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any Additional Amount thereon

as of such date of determination plus (3) any other amounts owed to such Holder pursuant to this Certificate of Designations or

any other Transaction Document.

(ii)

For purposes of this Certificate of Designations, the term “Conversion Price” means, with respect to each Preferred

Share, as of any Conversion Date or other date of determination, $2.1888, subject to adjustment as provided herein.

(c)

Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i)

Optional Conversion. To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”),

a Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date,

a copy of an executed notice of conversion of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit

I (the “Conversion Notice”) to the Company. If required by Section 4(c)(ii), within two (2)

Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized

overnight delivery service for delivery to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred

Share Certificates”) so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the

case of its loss, theft or destruction as contemplated by Section 18(b)). On or before the first (1st) Trading Day following

the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation and representation

as to whether such shares of Common Stock may then be resold pursuant to Rule 144 (as defined in the Securities Purchase Agreement) or

an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt of such Conversion

Notice to such Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such

Conversion Notice in accordance with the terms set forth herein. On or before the first (1st) Trading Day following each date

on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable

law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such Conversion Shares issuable

pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer

Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program

(“FAST”) and such shares of Common Stock are eligible for resale by such Holder pursuant to Rule 144 or pursuant to

an effective Registration Statement (the “Unrestricted Resale Conditions”), credit such aggregate number of Conversion

Shares to which such Holder shall be entitled pursuant to such conversion to such Holder’s or its designee’s balance account

with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in FAST or the Unrestricted

Resale Conditions are not satisfied, upon the request of such Holder, issue and deliver (via reputable overnight courier) to the address

as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of Conversion

Shares to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted

for conversion pursuant to Section 4(c)(iii) is greater than the number of Preferred Shares being converted, then the Company shall,

as soon as practicable and in no event later than one (1) Trading Day after receipt of the Preferred Share Certificate(s) and at its

own expense, issue and deliver to such Holder (or its designee) by overnight courier service a new Preferred Share Certificate or a new

Book-Entry (in either case, in accordance with Section 18(d)) representing the number of Preferred Shares not converted. The Person

or Persons entitled to receive the Conversion Shares issuable upon a conversion of Preferred Shares shall be treated for all purposes

as the record holder or holders of such Conversion Shares on the Conversion Date; provided, that such Person shall be deemed to have

waived any voting rights of any such Conversion Shares during the period commencing on such Conversion Date, through, and including,

such applicable Share Delivery Deadline (each, a “Conversion Period”), as necessary, such that the aggregate voting

rights of any shares of Common Stock (including such Conversion Shares) beneficially owned by such Person and/or any of its Attribution

Parties, collectively, on any such date of determination shall not exceed the Maximum Percentage (as defined below) as a result of any

such conversion of such applicable Preferred Shares. Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company

prior to the date of issuance of Preferred Shares to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant

to such Conversion Notice, the Share Delivery Deadline with respect to any such Conversion Notice shall be the later of (x) the date

of issuance of such Preferred Shares and (y) the first (1st) Trading Day after the date of such Conversion Notice. Notwithstanding anything

to the contrary contained in this Certificate of Designations or the Registration Rights Agreement, after the effective date of a Registration

Statement (as defined in the Registration Rights Agreement) and prior to a Holder’s receipt of the notice of a Grace Period (as

defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock

to such Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration Rights Agreement)

with respect to which such Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part of the

particular Registration Statement to the extent applicable, and for which such Holder has not yet settled.

(ii)

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable

Share Delivery Deadline, either (I) if the Transfer Agent is not participating in FAST or the Unrestricted Resale Conditions are not

satisfied, to issue and deliver to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder

is entitled and register such Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST

and the Unrestricted Resale Conditions are satisfied, to credit such Holder’s or its designee’s balance account with DTC

for such number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as

the case may be) or (II) if the Registration Statement covering the resale of the Conversion Shares that are the subject of the Conversion

Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares

and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) notify such

Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number of

shares of Common Stock to which such Holder is entitled pursuant to such conversion to such Holder’s or its designee’s balance

account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is

hereinafter referred to as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion

Failure”), and if on or after such Share Delivery Deadline such Holder acquires (in an open market transaction, stock loan

or otherwise) shares of Common Stock corresponding to all or any portion of the number of Conversion Shares issuable upon such conversion

that such Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure

or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies available to such Holder, the

Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either:

(I) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions, stock loan

costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other

Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’s obligation

to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s

conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation

to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account

of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled

upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any)

of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of

the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date

of such issuance and payment under this clause (II) (each, a “Buy-In Payment Amount”). In addition to the foregoing,

if on or prior to the Share Delivery Deadline either (A) the Transfer Agent is not participating in FAST or the Unrestricted Resale Conditions

are not satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion

Shares on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Unrestricted Resale Conditions

are satisfied, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable,

with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below or (B) a Notice Failure occurs, then, in addition to all other remedies

available to such Holder, (X) the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance

of such Conversion Shares is not timely effected an amount equal to 2% of the product of (A) the sum of the number of Conversion Shares

not issued to such Holder on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) any trading

price of the Common Stock selected by such Holder in writing as in effect at any time during the period beginning on the applicable Conversion

Date and ending on the applicable Share Delivery Deadline and (Y) such Holder, upon written notice to the Company, may void its Conversion

Notice with respect to, and retain or have returned, as the case may be, all, or any portion, of such Preferred Shares that has not been

converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall not affect the Company’s obligations

to make any payments which have accrued prior to the date of such notice pursuant to this Section 4(c)(ii) or otherwise. Nothing

herein shall limit a 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 Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of the Preferred Shares as required

pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Conversion

Failure, as applicable, this Section 4(c)(ii) shall not apply to a Holder to the extent the Company has already paid such amounts

in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant to the analogous sections

of the Securities Purchase Agreement.

(iii)

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request

(including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates

or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered

Preferred Shares”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The

Company and each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred

Share for all purposes (including, without limitation, the right to receive payments and Dividends hereunder) notwithstanding notice

to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on

the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred Shares by such Holder

thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Preferred Shares

in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated assignee or transferee

pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of

such Registered Preferred Shares within two (2) Business Days of such a request, then the Register shall be automatically deemed updated

to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section

4, following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required

to physically surrender such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or

remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such

certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the

Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon

physical surrender of the applicable Preferred Share Certificate. Each Holder and the Company shall maintain records showing the Stated

Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be)

or shall use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of a

Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted

and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within one (1) Business Day of

such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy,

the records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and

determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge

and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred

Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share

Certificate shall bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE

NUMBER OF SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES

C CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(iv)

Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same

Conversion Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert

from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted

for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to

the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of Conversion

Shares issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of

Conversion Shares not in dispute and resolve such dispute in accordance with Section 23. If a Conversion Notice delivered to the

Company would result in a breach of Section 4(d) below, and the applicable Holder does not elect in writing to withdraw, in whole,

such Conversion Notice, the Company shall hold such Conversion Notice in abeyance until such time as such Conversion Notice may be satisfied

without violating Section 4(d) below (with such calculations thereunder made as of the date such Conversion Notice was initially

delivered to the Company).

(d)

Limitation on Beneficial Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder,

and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions

of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after

giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess

of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such

conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder

and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties

plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination

of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining,

nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes,

convertible preferred stock or warrants, including the Preferred Shares and the Warrants) beneficially owned by such Holder or any other

Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(d).

For purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For

the avoidance of doubt, the calculation of the Maximum Percentage shall take into account the concurrent exercise and/or conversion,

as applicable, of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and/or

any other Attribution Party, as applicable. For purposes of determining the number of outstanding shares of Common Stock a Holder may

acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of

outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on

Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement

by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common

Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder

at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company

shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion

Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(d), to exceed the

Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such

Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business

Day confirm orally and in writing or by electronic mail to such 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 such Preferred Shares, by such Holder and any other Attribution Party since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred

Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum

Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares

so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage

(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have

the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder may from time to time

increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the

Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such

increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to

the Company and (ii) any such increase or decrease will apply only to such Holder and the other Attribution Parties and not to any other

Holder that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant

to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by

such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert

such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with

respect to any subsequent determination of convertibility. The provisions of this paragraph shall not be construed and implemented in

a manner otherwise than in strict conformity with the terms of this Section 4(d) to the extent necessary to correct this paragraph

(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained

in this Section 4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

contained in this paragraph may not be amended, modified or waived and shall apply to a successor holder of such Preferred Shares.

(e)

Right of Alternate Conversion.

(i)

General.

(1)

Alternate Optional Conversion. Subject to Section 4(d), after the Stockholder Approval Date (as defined in the Securities

Purchase Agreement), at any time, at the option of the Holder, the Holder may convert (each, an “Alternate Optional Conversion”,

and the date of such Alternate Optional Conversion, an “Alternate Optional Conversion Date”) all, or any number of

Preferred Shares held by such Holder into shares of Common Stock (such aggregate Conversion Amount of the Preferred Shares subject to

such Alternate Optional Conversion, the “Alternate Optional Conversion Amount”) at the Alternate Optional Conversion

Price.

(2)

Alternate Triggering Event Conversion. Subject to Section 4(d), after the Stockholder Approval Date, at any time after

the earlier of a Holder’s receipt of a Triggering Event Notice (as defined below) and such Holder becoming aware of a Triggering

Event (such earlier date, the “Alternate Conversion Right Commencement Date”) and ending (such ending date, the “Alternate

Conversion Right Expiration Date”, and each such period, an “Alternate Conversion Right Period”) on the

twentieth (20th) Trading Day after the later of (x) the date such Triggering Event is cured and (y) such Holder’s receipt

of a Triggering Event Notice that includes (I) a reasonable description of the applicable Triggering Event, (II) a certification as to

whether, in the reasonable opinion of the Company, such Triggering Event is capable of being cured and, if applicable, a reasonable description

of any existing plans of the Company to cure such Triggering Event and (III) a certification as to the date the Triggering Event occurred

and, if cured on or prior to the date of such Triggering Event Notice, the applicable Alternate Conversion Right Expiration Date, such

Holder may, at such Holder’s option, by delivery of a Conversion Notice to the Company (the date of any such Conversion Notice,

each an “Alternate Triggering Event Conversion Date” and together with each Alternate Optional Conversion Date, each,

an “Alternate Conversion Date”), convert (each an “Alternate Triggering Event Conversion”, and

together with each Alternate Optional Conversion, each an “Alternate Conversion”) all, or any number of Preferred

Shares held by such Holder (such Conversion Amount of the Preferred Shares to be converted pursuant to this Section 4(e)(i)(2),

the “Alternate Triggering Event Conversion Amount” and together with each Alternate Optional Conversion Amount, each,

an “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Triggering Event Conversion Price.

(ii)

Mechanics of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any number of Preferred

Shares held by such Holder pursuant to Section 4(c) (with the applicable “Alternate Conversion Price” replacing “Conversion

Price” for all purposes hereunder with respect to such Alternate Conversion and, solely with respect to the calculation of the

number of shares of Common Stock issuable upon conversion of any Conversion Amount in an Alternate Triggering Event Conversion, with

“the applicable Required Premium multiplied by the Conversion Amount” replacing “Conversion Amount” in clause

(x) of the definition of Conversion Rate in Section 4(b) above with respect to such Alternate Conversion) by designating in the

Conversion Notice delivered pursuant to this Section 4(e)(ii) of this Certificate of Designations that such Holder is electing to

use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 4(e)(ii) but subject

to Section 4(d), until the Company delivers to such Holder the shares of Common Stock to which such Holder is entitled pursuant

to the applicable Alternate Conversion of such Holder’s Preferred Shares, such Preferred Shares may be converted by such Holder

into shares of Common Stock pursuant to Section 4(c) without regard to this Section 4(e)(ii). In the event of an Alternate

Conversion pursuant to this Section 4(e)(ii) of all, or any portion, of any Preferred Shares of a Holder, such Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this

Section 4(e)(ii), together the Alternate Conversion Price used in such Alternate Conversion, as applicable, is intended by the parties

to be, and shall be deemed, a reasonable estimate of, such Holder’s actual loss of its investment opportunity and not as a penalty.

Triggering Events.

(a)

General. Each of the following events shall constitute a “Triggering Event” and each of the events in clauses

5(a)(ix), 5(a)(x), and 5(a)(xi), shall constitute a “Bankruptcy Triggering Event”:

(i)

the failure of the applicable Registration Statement to be filed with the SEC on or prior to the date that is five (5) days after the

applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statement

to be declared effective by the SEC on or prior to the date that is five (5) days after the applicable Effectiveness Deadline (as defined

in the Registration Rights Agreement);

(ii)

while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,

the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop

order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities for

sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such

lapse or unavailability continues for a period of five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day

period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement));

(iii)

the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Common Stock to be trading or listed

(as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;

(iv)

the Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required

number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may

be) or (B) notice, written or oral, to any holder of Preferred Shares or Warrants, including, without limitation, by way of public announcement

or through any of its agents, at any time, of its intention not to comply, as required, with a request for exercise of any Warrants for

Warrant Shares in accordance with the provisions of the Warrants or a request for conversion of any Preferred Shares into shares of Common

Stock that is requested in accordance with the provisions of this Certificate of Designations, other than pursuant to Section 4(d)

hereof;

(v)

except to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive

day that a Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the sum of (A) 200% of the

number of shares of Common Stock that such Holder would be entitled to receive upon a conversion, in full, of all of the Preferred Shares

then held by such Holder (assuming conversions at the Alternate Conversion Price then in effect without regard to any limitations on

conversion set forth in this Certificate of Designations) and (B) 100% of the number of shares of Common Stock that such Holder would

then be entitled to receive upon exercise in full of such Holder’s Warrants (without regard to any limitations on exercise set

forth in the Warrants);

(vi)

the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the applicable Holder upon

conversion or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by such Holder

under the Transaction Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise

then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;

(vii)

the Company’s failure to pay to any Holder any amount when and as due under this Certificate of Designations (including, without

limitation, the Company’s failure to pay any redemption payments or amounts hereunder), the Securities Purchase Agreement or any

other Transaction Document or any other agreement, document, certificate or other instrument delivered in connection with the transactions

contemplated hereby and thereby (in each case, whether or not permitted pursuant to the DGCL), in each such case only if such failure

remains uncured for a period of at least two (2) Trading Days;

(viii)

the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness

(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries;

(ix)

bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted

by or against the Company and, if instituted against the Company by a third party, shall not be dismissed within thirty (30) days of

their initiation;

(x)

the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,

reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it

to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under

any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy

or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief

under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking

possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial

part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,

or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay

its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking

of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or

foreign law;

(xi)

the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii)

a decree, order, judgment or other similar document adjudging the Company as bankrupt or insolvent, or approving as properly filed a

petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable

federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator,

assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the

winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such

other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;

(xii)

a final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and which judgments

are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged

within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity

from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long as the Company provides each

Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to each

Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company will receive the proceeds of such insurance

or indemnity within thirty (30) days of the issuance of such judgment;

(xiii)

the Company either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in

excess of $500,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by the Company

in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance

with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $500,000, which

breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer

to exist any other circumstance or event that would, with or without the passage of time or the giving of notice, result in a default

or event of default under any agreement binding the Company, which default or event of default would or is likely to have a material

adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial

condition) or prospects of the Company;

(xiv)

other than as specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation

or warranty in any material respect (other than representations or warranties subject to Material Adverse Effect or materiality, which

may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the case of a

breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive

Trading Days;

(xv)

a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering

Event has occurred;

(xvi)

any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Certificate

of Designations;

(xvii)

any Preferred Shares remain outstanding on or after March 16, 2028;

(xviii)

any Change of Control occurs without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld,

conditioned or delayed;

(xix)

any Material Adverse Effect occurs; or

(xx)

any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to

be valid and binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or

indirectly, by the Company or any Subsidiary, or a proceeding shall be commenced by the Company or any Subsidiary or any Governmental

Authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof or the Company shall

deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.

(b)

Notice of a Triggering Event. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company shall

within two (2) Business Days deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified)

(a “Triggering Event Notice”) to each Holder.

(c)

Mandatory Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any

conversion that is then required or in process, upon any Bankruptcy Triggering Event, the Company shall immediately redeem, in cash,

each of the Preferred Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount

to be redeemed multiplied by (B) the Required Premium and (ii) the product of (X) the Conversion Rate (calculated using the lowest Alternate

Conversion Price during the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the

date the Company makes the entire redemption payment pursuant to this Section 5(c)) with respect to the Conversion Amount in effect

immediately following the date of initial public announcement (or public filing of bankruptcy documents, as applicable) of such Bankruptcy

Triggering Event multiplied by (Y) the product of (1) the Required Premium multiplied by (2) the greatest Closing Sale Price of the Common

Stock on any Trading Day during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and ending on

the date the Company makes the entire payment required to be made under this Section 5(c), without the requirement for any notice

or demand or other action by any Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such

right to receive payment upon a Bankruptcy Triggering Event, in whole or in part, and any such waiver shall not affect any other rights

of such Holder or any other Holder hereunder, including any other rights in respect of such Bankruptcy Triggering Event or any right

to conversion (or Alternate Conversion), as applicable.

Rights Upon Fundamental Transactions.

(a)

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing

all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the

provisions of this Section 6 pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders,

including agreements to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor

Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations, including,

without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Shares held

by the Holders and having similar ranking to the Preferred Shares, and reasonably satisfactory to the Required Holders. Upon the occurrence

of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity

had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor

Entity shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Preferred Shares at

any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets

or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter))

issuable upon the conversion or redemption of the Preferred Shares prior to such Fundamental Transaction, such shares of the publicly

traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled

to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately

prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this

Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. Notwithstanding the

foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6 to permit

the Fundamental Transaction without the assumption of the Preferred Shares. The provisions of this Section 6 shall apply similarly

and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption

of the Preferred Shares.

(b)

Notice of a Change of Control; Change of Control Election Notice. No sooner than the earlier of (x) twenty (20) Trading Days prior

to the consummation of a Change of Control or (y) the public announcement of the entry into an agreement with respect to a Change of

Control, nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”),

the Company shall deliver written notice thereof via electronic mail and overnight courier to each Holder (a “Change of Control

Notice”). At any time during the period beginning after a Holder’s receipt of a Change of Control Notice or such Holder

becoming aware of a Change of Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately

preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change

of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control,

such Holder may require, by delivering written notice thereof (“Change of Control Election Notice”) to the Company

(which Change of Control Election Notice shall indicate the number of Preferred Shares subject to such election), to have the Company

exchange such Holder’s Preferred Shares designated in such Change of Control Election Notice for consideration equal to the Change

of Control Election Price (as defined below), to be satisfied at the Company’s election (such election to pay in cash or by delivery

of the Rights (as defined below), a “Consideration Election”), in either (I) rights (with a beneficial ownership limitation

in the form of Section 4(d) hereof, mutatis mutandis) (collectively, the “Rights”), convertible in whole,

or in part, at any time, without the requirement to pay any additional consideration, at the option of the Required Holders, into such

Corporate Event Consideration (as defined below) applicable to such Change of Control equal in value to the Change of Control Election

Price (as determined with the fair market value of the aggregate number of Successor Shares (as defined below) issuable upon conversion

of the Rights to be determined in increments of 10% (or such greater percentage as the applicable Holder may notify the Company from

time to time) of the portion of the Change of Control Election Price attributable to such Successor Shares (the “Successor Share

Value Increment”), with the aggregate number of Successor Shares issuable upon exercise of the Rights with respect to the first

Successor Share Value Increment determined based on 70% of the VWAP of the Successor Shares on the date the Rights are issued and on

each of the nine (9) subsequent Trading Days, in each case, the aggregate number of additional Successor Shares issuable upon exercise

of the Rights shall be determined based upon a Successor Share Value Increment at 70% of the VWAP of the Successor Shares in effect for

such corresponding Trading Day (such ten (10) Trading Day period commencing on, and including, the date the Rights are issued, the “Rights

Measuring Period”)), or (II) in cash; provided, that the Company shall not consummate a Change of Control if the Corporate

Event Consideration includes capital stock or other equity interest (the “Successor Shares”) either in an entity that

is not listed on an Eligible Market or an entity in which the daily share volume for the applicable Successor Shares for each of the

twenty (20) Trading Days prior to the date of consummation of such Change of Control is less than the aggregate number of Successor Shares

issuable to all Holders upon conversion in full of the applicable Rights (without regard to any limitations on conversion therein, assuming

the exercise in full of the Rights on the date of issuance of the Rights and assuming the VWAP of the Successor Shares for each Trading

Day in the Rights Measuring Period is the VWAP on the Trading Day ended immediately prior to the time of consummation of the Change of

Control). The Company shall give each Holder written notice of each Consideration Election at least twenty (20) Trading Days prior to

the time of consummation of such Change of Control. Payment of such amounts or delivery of the Rights, as applicable, shall be made by

the Company (or at the Company’s direction) to each Holder on the later of (x) the second (2nd) Trading Day after the date of such

request and (y) the date of consummation of such Change of Control (or, with respect to any Right, if applicable, such later time that

holders of shares of Common Stock are initially entitled to receive Corporate Event Consideration with respect to the shares of Common

Stock of such holder). Any Corporate Event Consideration included in the Rights, if any, pursuant to this Section 6(b) is pari

passu with the Corporate Event Consideration to be paid to holders of shares of Common Stock and the Company shall not permit a payment

of any Corporate Event Consideration to the holders of shares of Common Stock without on or prior to such time delivering the Right to

the Holders in accordance herewith. Cash payments, if any, required by this Section 6(b) shall have priority to payments to

all other stockholders of the Company in connection with such Change of Control. Notwithstanding anything to the contrary in this Section

6(b), but subject to Section 4(d), until the applicable Change of Control Election Price is paid in full to the applicable

Holder in cash or Corporate Event Consideration in accordance herewith, the Preferred Shares submitted by such Holder for exchange or

payment, as applicable, under this Section 6(b) may be converted, in whole or in part, by such Holder into Common Stock pursuant

to Section 4 or in the event the Conversion Date is after the consummation of such Change of Control, stock or equity interests

of the Successor Entity substantially equivalent to the Company’s shares of Common Stock pursuant to Section 6. In the event

of the Company’s repayment or exchange, as applicable, of any of the Preferred Shares under this Section 6(b), such Holder’s

damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the

uncertainty of the availability of a suitable substitute investment opportunity for a Holder. Accordingly, any Required Premium due under

this Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual

loss of its investment opportunity and not as a penalty. Notwithstanding anything herein to the contrary, in connection with any redemption

hereunder at a time a Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of such

Holder delivered in writing to the Company, the applicable redemption price hereunder shall be increased by the amount of such cash payment

owed to such Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy

the Company’s payment obligation under such other Transaction Document.

Rights Upon Issuance of Purchase Rights and Other Corporate Events.

(a)

Purchase Rights. In addition to any adjustments pursuant to Section 8 and Section 15 below, if at any time the Company

grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata

to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each

Holder 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 all the Preferred

Shares (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such

purpose that all the Preferred Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such

Holder immediately prior to 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 shares of Common Stock are to be determined for the grant, issue or sale

of such Purchase Rights; provided, however, to the extent that such Holder’s right to participate in any such Purchase Right would

result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate

in such Purchase Right to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right

to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,

such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or

times, if ever, as its right thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage,

at which time or times such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase

Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date

or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as

if there had been no such limitation.

(b)

Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any

Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect

to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to

ensure that each Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred

Shares held by such Holder (i) such securities or other assets (the “Corporate Event Consideration”) to which such

Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder

upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the

Preferred Shares set forth in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon

such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation

of such Corporate Event in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder

initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion

rate for such consideration commensurate with the Conversion Rate of an Alternate Conversion. Provision made pursuant the preceding sentence

shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly

and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of

the Preferred Shares set forth in this Certificate of Designations.

Rights Upon Issuance of Other Securities.

(a)

Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date the Company grants,

issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a) is deemed to have

granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held

by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued

or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price

in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect

is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately

after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For

all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under

this Section 8(a)), the following shall be applicable:

(i)

Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell)

any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such

Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and

to have been issued and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For

purposes of this Section 8(a)(i), the “lowest price per share for which one share of Common Stock is at any time issuable

upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of

any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts

of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance

or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon

exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which

one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such

Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise

pursuant to the terms thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) with

respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion,

exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus

the value of any other consideration (including, without limitation, consideration consisting of cash, debt forgiveness, assets or any

other property) received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated

below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such

Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such

shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

(ii)

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell)

any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion,

exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common

Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time

of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes

of this Section 8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the

conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the

sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon

the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion,

exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set

forth in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market

conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts

paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the

issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration

received or receivable (including, without limitation, any consideration consisting of cash, debt forgiveness, assets or other property)

by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further

adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or

exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible

Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other

provisions of this Section 8(a), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason

of such issuance or sale.

(iii)

Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,

if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible

Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than

proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(b) below),

the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been

in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional

consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes

of this Section 8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible

Security that was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding

sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange

thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a)

shall be made if such adjustment would result in an increase of the Conversion Price then in effect.

(iv)

Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection

with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the

“Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”),

together comprising one integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of

securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to

each other and/or (C) are consummated under the same plan of financing), the aggregate consideration per share of Common Stock with respect

to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common

Stock was issued (or was deemed to be issued pursuant to Sections 8(a)(i) or 8(a)(ii) above, as applicable) in such integrated

transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black

Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the Required Holders in good faith)

or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined

by the Required Holders) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this

Section 8(a)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued

or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option

or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the

net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued

or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining

the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black

Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists of publicly traded

securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the

VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock,

Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company

is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common

Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed

to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of

Common Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly

traded securities will be determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within

ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such

consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by

an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall

be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v)

Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive

a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase

shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale

of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

(b)

Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7

or Section 15, if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock

combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater

number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting

any provision of Section 7 or Section 15, if the Company at any time on or after the Subscription Date combines (by any stock

split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares

of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately

increased. Any adjustment pursuant to this Section 8(b) shall become effective immediately after the effective date of such subdivision

or combination. If any event requiring an adjustment under this Section 8(b) occurs during the period that a Conversion Price is

calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

(c)

Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section

8(c), if the Company in any manner issues or sells or enters into any agreement to issue

or sell, any Common Stock, Options or Convertible Securities (other than the Permitted Equity Line (as defined in the Securities Purchase

Agreement)) (any such securities, “Variable Price Securities”) after the Subscription Date that are issuable pursuant

to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with

the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations

reflecting stock splits, stock combinations, and stock dividends (each of the formulations for such variable price being herein referred

to as, the “Variable Price”), the Company shall provide written notice thereof via electronic mail and overnight courier

to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock, Convertible Securities or Options, as

applicable. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, each Holder

shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion

of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of Preferred Shares that solely for purposes

of such conversion such Holder is relying on the Variable Price rather than the Conversion Price then in effect. A Holder’s election

to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate such Holder to rely on a Variable Price

for any future conversions of Preferred Shares.

(d)

Stock Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock

split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock

Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price

is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 8(b) above), then on the sixteenth

(16th) Trading Day immediately following such Stock Combination Event Date (each, a “Stock Combination Adjustment Date”),

the Conversion Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section 8(b)

above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately

preceding sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made. Notwithstanding

the foregoing, if a Holder requests to convert any Preferred Shares in whole or in part on any given date during a Stock Combination

Measuring Period, solely with respect to such Preferred Shares being converted on such applicable Conversion Date, (a) such applicable

Stock Combination Adjustment Date shall be deemed to mean such Conversion Date, (b) such applicable Stock Combination Measuring Period

shall be deemed to have ended on the Trading Day immediately prior to such Conversion Date and (c) the applicable Event Market Price

for such converted Preferred Shares shall be calculated pursuant to this Section 8(d). For the avoidance of doubt, following the

calculation of the Event Market Price pursuant to this Section 8(d), the Company’s obligations with regard to such con-verted

Preferred Shares shall be deemed satisfied and no additional Event Market Price shall apply to such converted Preferred Shares.

(e)

Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly

applicable, or, if applicable, would not operate to protect any Holder from dilution or if any event occurs of the type con-templated

by the provisions of this Section 8 but not expressly provided for by such pro-visions (including, without limitation, the granting

of stock appreciation rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determine

and implement an appropriate adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment

pursuant to this Section 8(e) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided

further that if such Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,

then the Board and such Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make

such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall

be borne by the Company.

(f)

Calculations. All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th

of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held

by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(g)

Voluntary Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any

Preferred Shares remain outstanding, with the prior written consent of the Required Holders, reduce the then current Conversion Price

to any amount and for any period of time deemed appropriate by the Board.

(h)

[reserved].

(i)

Conversion Floor Price. Prior to the Stockholder Approval Date, no adjustment pursuant to this Section 8 shall cause the

Conversion Price to be less than $2.1888 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar

transaction occurring after the date of the Securities Purchase Agreement) (the “Conversion Floor Price”). For the

avoidance of doubt, this limitation shall not apply after the Stockholder Approval Date. As of the Stockholder Approval Date, any Dilutive

Issuances or other events that would have resulted in an adjustment to the Conversion Price prior to the Stockholder Approval Date, but

for the application of this Section 8(i), shall adjust the Conversion Price hereunder as if such Dilutive Issuances and/or other

events, as applicable, occurred on the Stockholder Approval Date.

Redemption at the Company’s Election. At any time, the Company shall have the right to redeem all, but not less than all,

of the Preferred Shares then outstanding (the “Company Optional Redemption Amount”) on the Company Optional Redemption

Date (each as defined below) (a “Company Optional Redemption”). The Preferred Shares subject to redemption pursuant

to this Section 9 shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)

equal to 115% (the “Redemption Premium”) of the greater of (i) the Conversion Amount being redeemed as of the Company

Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the

Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the

period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately

prior to the date the Company makes the entire payment required to be made under this Section 9. The Company may exercise its right

to require redemption under this Section 9 by delivering a written notice thereof by electronic mail and overnight courier to all,

but not less than all, of the Holders (the “Company Optional Redemption Notice” and the date all of the Holders received

such notice is referred to as the “Company Optional Redemption Notice Date”). Such Company Optional Redemption Notice

shall be irrevocable; provided that the Company Optional Redemption Notice may be conditioned upon the consummation of a refinancing

transaction or a Going Private Transaction. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional

Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be less than ten (10) Trading

Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion

Amount of the Preferred Shares which is being redeemed in such Company Optional Redemption from such Holder and all of the other Holders

of the Preferred Shares pursuant to this Section 9 on the Company Optional Redemption Date. The Company shall deliver the applicable

Company Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding anything

herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption

Amount may be converted, in whole or in part, by any Holder into shares of Common Stock pursuant to Section 4. All Conversion Amounts

converted by a Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of the Preferred

Shares of such Holder required to be redeemed on the Company Optional Redemption Date. In the event of the Company’s redemption

of any of the Preferred Shares under this Section 9, a Holder’s damages would be uncertain and difficult to estimate because

of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment

opportunity for such Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be, and

shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty. For the

avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Triggering Event has occurred and

continuing, but any Triggering Event shall have no effect upon any Holder’s right to convert Preferred Shares in its discretion.

Notwithstanding the foregoing, with respect to a Going Private Transaction, the Company may effect a Company Optional Redemption under

this Section 9, but with “Change of Control Election Price” replacing “Company Optional Redemption Price”

for all purposes in this Section 9 in connection therewith.

10.

Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,

Bylaws (as defined below) 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 Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations

and take all action as may be required to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing

or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall not increase the

par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect,

(b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid

and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (c) shall, so long as any Preferred Shares are

outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely

for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time

to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion

contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance

Date, each Holder is not permitted to convert such Holder’s Preferred Shares in full for any reason (other than pursuant to restrictions

set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,

obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock.

11.

Authorized Shares.

(a)

Reservation. So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 200% of the number

of shares of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions,

of all of the Preferred Shares then outstanding at the Alternate Conversion Price then in effect (without regard to any limitations on

conversions) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase

in the number of shares so reserved) shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by

each Holder on the Initial Issuance Date (and any Additional Preferred Shares (as defined in the Securities Purchase Agreement) issued

thereafter) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).

In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated

a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person

which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number

of the Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation

to any other of the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

(b)

Insufficient Authorized Shares. If, notwithstanding Section 11(a) and not in limitation thereof, at any time while any

of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common

Stock to satisfy its obligation to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common

Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take

all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to

reserve the Required Reserve Amount for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence,

as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after

the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase

in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with

a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of

Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal (or, if a majority

of the voting power then in effect of the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver

to the stockholders of the Company an information statement that has been filed with (and either approved by or not subject to comments

from) the SEC with respect thereto). Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is

able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase

in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting

for filing with the SEC an Information Statement on Schedule 14C. In the event that the Company is prohibited from issuing shares of

Common Stock to a Holder upon any conversion due to the failure by the Company to have sufficient shares of Common Stock available out

of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure

Shares”), in lieu of delivering such Authorized Failure Shares to such Holder, the Company shall pay cash in exchange for the

redemption of such portion of the Conversion Amount of the Preferred Shares convertible into such Authorized Failure Shares at a price

equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common

Stock on any Trading Day during the period commencing on the date such Holder delivers the applicable Conversion Notice with respect

to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section 11(b); and

(ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by such Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder

incurred in connection therewith. Nothing contained in Section 11(a) or this Section 11(b) shall limit any obligations

of the Company under any provision of the Securities Purchase Agreement or Registration Rights Agreement.

12.

Voting Rights. The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time,

either as a separate series or class or together with any other series or class of share of capital stock, and shall not be entitled

to call a meeting of such holders for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock,

except as provided in this Section 12 and Section 16 or as otherwise required by the DGCL. To the extent that under the DGCL

the vote of the holders of the Preferred Shares, voting separately as a class or series, as applicable, is required to authorize a given

action of the Company, the affirmative vote or consent of the Required Holders of the Preferred Shares, voting together in the aggregate

and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum is presented or by written

consent of the Required Holders (except as otherwise may be required under the DGCL), voting together in the aggregate and not in separate

series unless required under the DGCL, shall constitute the approval of such action by both the class or the series, as applicable. Holders

of the Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials

and other information sent to stockholders) with respect to which they would be entitled to vote, which notice would be provided pursuant

to the Company’s bylaws (the “Bylaws”) and the DGCL.

13.

Covenants.

(a)

Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

incur or guarantee, assume or suffer to exist any Indebtedness (other than Permitted Indebtedness).

(b)

Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets

(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other

than Permitted Liens.

(c)

Restricted Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly

or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in

whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any

Indebtedness (other than pursuant to this Certificate of Designations) whether by way of payment in respect of principal of (or premium,

if any) or interest on, such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness

and/or Investment, as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting a Triggering

Event has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute a Triggering

Event has occurred and is continuing.

(d)

Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not,

directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than

as required by this Certificate of Designations).

(e)

Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly

or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights

of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other

than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company

and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in

the ordinary course of business.

(f)

Change in Nature of Business. Without the prior written consent of the Required Holders, the Company shall not, and the Company

shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different

from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the

Subscription Date or any business substantially related or incidental thereto. The Company shall not, and the Company shall cause each

of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.

(g)

Preservation of Existence, Etc. The Company 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 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, except where the failure to become or remain duly qualified or in good standing could not

reasonably be expected to result in a Material Adverse Effect.

(h)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve,

all of its material properties which are necessary or useful in the proper conduct of its business in good working order and condition,

ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to materially comply, at all times with the provisions

of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or

thereunder.

(i)

Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary

or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or

material to the conduct of its business in full force and effect.

(a)

Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible

and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business

interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts

and covering such risks as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally

in accordance with sound business practice by companies in similar businesses similarly situated.

(b)

Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend

or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer

or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the

ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation

of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable

arm’s length transaction with a Person that is not an affiliate thereof.

(c)

Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders,

(i) issue any Preferred Shares (other than as contemplated by the Securities Purchase Agreement and this Certificate of Designations),

or (ii) issue any other securities that would cause a breach or default under this Certificate of Designations.

(d)

Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time

insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever

or whenever enacted or in force) that may affect the covenants or the performance of this Certificate of Designations; and (B) expressly

waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the

execution of any power granted to the Holders by this Certificate of Designations, but will suffer and permit the execution of every

such power as though no such law has been enacted.

(e)

Taxes. The Company and its Subsidiaries shall pay when due all material taxes, fees or other charges of any nature whatsoever

(together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their

respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings

arising therefrom (except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company

or any of its Subsidiaries). The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax

returns (except where the failure to file would not, individually or in the aggregate, have a material effect on the Company or any of

its Subsidiaries). Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings,

taxes for which they maintain adequate reserves therefor in accordance with GAAP.

(f)

PCAOB Registered Auditor. At all times any Preferred Shares remain outstanding, the Company shall have engaged an independent

auditor to audit its financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company

Accounting Oversight Board.

(g)

Independent Investigation. At the request of the Required Holders either (x) at any time when a Triggering Event has occurred

and is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute a Triggering

Event or (z) at any time such Required Holders reasonably believe a Triggering Event may have occurred or be continuing, the Company

shall hire an independent, reputable investment bank selected by the Company and approved by such Holder (such approval not to be unreasonably

withheld, conditioned or delayed) to investigate as to whether any breach of this Certificate of Designations has occurred (the “Independent

Investigator”). If the Independent Investigator determines that such breach of this Certificate of Designations has occurred,

the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each Holder of such

breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts,

books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available

to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants and any books

of account, records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client

or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent Investigator

may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information

with respect to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall

permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish

advice with respect thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them

(and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs

of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

14.

Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out

of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation

Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock

then outstanding, an amount per Preferred Share equal to the greater of (A) 125% of the Conversion Amount of such Preferred Share on

the date of such payment and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common

Stock immediately prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due

to the Holders and holders of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of

the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation

preference, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation

Funds payable to all holders of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall

cause such actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a

Liquidation Event to be distributed to the Holders in accordance with this Section 14. All the preferential amounts to be paid to

the Holders under this Section 14 shall be paid or set apart for payment before the payment or setting apart for payment of any

amount for, or the distribution of any Liquidation Funds of the Company to the holders of shares of Junior Stock in connection with a

Liquidation Event as to which this Section 14 applies.

15.

Distribution of Assets. In addition to any adjustments pursuant to Section 7 and Section 8, if the Company shall declare

or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common

Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property

or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)

(the “Distributions”), then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as

if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking

into account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred

Share was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record

is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined

for such Distributions (provided, however, that to the extent that such Holder’s right to participate in any such

Distribution would result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not

be entitled to participate in such Distribution to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership

of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent of any such excess) and the

portion of such Distribution shall be held in abeyance for the benefit of such Holder until such time or times as its right thereto would

not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder

shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution

held similarly in abeyance) to the same extent as if there had been no such limitation).

16.

Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote

or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation,

without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the

Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision

to, its Certificate of Incorporation or Bylaws, or file any certificate of designations or articles of amendment of any series of shares

of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions

provided for the benefit of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the

Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized

number of shares of Series C Convertible Preferred Stock; (c) without limiting any provision of Section 2, create or authorize (by

reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem

any shares of Junior Stock (other than pursuant to the terms of the Company’s equity incentive plans and options and other equity

awards granted under such plans (that have in good faith been approved by the Board)); (e) without limiting any provision of Section

2, pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any Preferred Shares other than as

contemplated hereby or pursuant to the Securities Purchase Agreement; or (g) without limiting any provision of Section 10, whether

or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares hereunder.

17.

Transfer of Preferred Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of

the Company subject only to the provisions of Section 5 of the Securities Purchase Agreement.

18.

Reissuance of Preferred Share Certificates and Book Entries.

(a)

Transfer. If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share

Certificate to the Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon

the Company will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section

18(d)) (or evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number

of Preferred Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred,

a new Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding number of Preferred

Shares not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number of

Preferred Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred

Shares.

(b)

Lost, Stolen or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the

Company of the loss, theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of such Preferred Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance

with Section 18(d)) representing the applicable outstanding number of Preferred Shares.

(c)

Preferred Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate

is exchangeable, upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share

Certificate or Preferred Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate,

the outstanding number of the Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate

and/or new Book-Entry, as applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred

Share Certificate as is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one

or more new Preferred Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or

more new Book-Entries (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the Preferred

Shares in the original Book-Entry, and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent

such portion of such outstanding number of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at

the time of such surrender.

(d)

Issuance of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate

or a new Book-Entry pursuant to the terms of this Certificate of Designations, such new Preferred Share Certificate or new Book-Entry

(i) shall represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of

Preferred Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to

Section 18(a) or Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number of

Preferred Shares represented by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection

with such issuance, does not exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate

or original Book-Entry, as applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable,

and (ii) shall have an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as

applicable, which is the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19.

Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations

shall be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction

Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall

limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of

this Certificate of Designations. No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy

hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude

any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or

remedy of a Holder at law or equity or under this Certificate of Designations or any of the documents shall not be deemed to be an election

of such Holder’s rights or remedies under such documents or at law or equity. The Company covenants to each Holder that there shall

be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with

respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall

not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). No failure

on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof;

nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise thereof

or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity

or under Preferred Shares or any of the documents shall not be deemed to be an election of such Holder’s rights or remedies under

such documents or at law or equity. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event

of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to specific performance

and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such

case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information

and documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the

terms and conditions of this Certificate of Designations.

20.

Payment of Collection, Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under

this Certificate of Designations with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designations

or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’

rights and involving a claim under this Certificate of Designations, then the Company shall pay the costs reasonably incurred by such

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts

due under this Certificate of Designations with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase

price paid for each Preferred Share was less than the original Stated Value thereof.

21.

Construction; Headings. This Certificate of Designations shall be deemed to be jointly drafted by the Company and the Holders

and shall not be construed against any such Person as the drafter hereof. The headings of this Certificate of Designations are for convenience

of reference and shall not form part of, or affect the interpretation of, this Certificate of Designations. Unless the context clearly

indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.

The terms “including,” “includes,” “include” and words of like import shall be construed broadly

as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Certificate of Designations instead of just the provision in which they are found. Unless

expressly indicated otherwise, all section references are to sections of this Certificate of Designations. Terms used in this Certificate

of Designations and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to

such terms on the Initial Issuance Date in such other Transaction Documents unless otherwise consented to in writing by the Required

Holders.

22.

Failure or Indulgence Not Waiver. No failure or delay on the part of a 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 privilege. No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by

the Company and all Holders and shall not be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing

contained in this Section 22 shall permit any waiver of any provision of Section 4(d).

23.

Dispute Resolution.

(a)

Submission to Dispute Resolution.

(i)

In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a

VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable redemption price (as the case may be)

(including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable 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) Business Days

after the occurrence of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned

of the circumstances giving rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating

to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market

value, or the arithmetic calculation of such Conversion Rate or such applicable redemption price (as the case may be), at any time after

the second (2nd) Business Day following such initial notice by the Company or such Holder (as the case may be) of such dispute

to the Company or such Holder (as the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld,

conditioned or delayed), select an independent, reputable investment bank to resolve such dispute.

(ii)

Such Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 23 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 the fifth (5th) Business Day immediately following the date on which

such Holder selected such investment bank (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 such 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 investment bank with respect

to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered

to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such

Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any

written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)

The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such

Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses

of such investment bank shall be borne by the party in whose favor the investment bank decides such dispute or, in the event that the

investment bank determines that the applicable calculation is in between the amounts submitted by the Company and such Holder, then half

of such fees and expenses shall be borne by the Company and half of such fees and expenses shall be borne by the Holder, and such investment

bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

(b)

Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate

between the Company and each Holder (and constitutes an arbitration agreement) under the rules then in effect under Delaware Rapid Arbitration

Act, as amended, (ii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the

basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby

expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made

by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply

such findings, determinations and the like to the terms of this Certificate of Designations and any other applicable Transaction Documents,

(iii) the applicable Holder (and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall

have the right to submit any dispute described in this Section 23 to any state or federal court sitting in Wilmington Delaware,

in lieu of utilizing the procedures set forth in this Section 23 and (iv) nothing in this Section 23 shall limit such Holder

from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described

in this Section 23).

24.

Notices; Currency; Payments.

(a)

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Certificate of Designations

must be in writing and will be deemed to have been delivered on the earliest of: (i) upon receipt, when delivered personally; (ii) upon

receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending

party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail

could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day

delivery specified, in each case, properly addressed to the party to receive the same. The mailing address and e-mail address for any

such communications to the Company shall be: SRX Global Inc., 801 US Highway 1, North Palm Beach, Florida 33408, Attention: Chief Financial

Officer, Email: nina.martinez@srxglobal.com, or such other mailing address and/or e-mail address as the Company has specified by written

notice given to each of the Holders in accordance with this Section 24 not later than five (5) days prior to the effectiveness of

such change. The mailing address and e-mail address for any such communications to any Holder shall be as set forth on such Holder’s

respective signature page to the Securities Purchase Agreement, or such other mailing address and/or e-mail address as such Holder has

specified by written notice given to the Company in accordance with this Section 24 not later than five (5) days prior to the effectiveness

of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)

mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided

by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier

service in accordance with clause (i), (ii) or (iii) above, respectively.

(b)

The Company shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of Designations, including

in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company

shall give written notice to each Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail,

and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes

its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, or (B) for determining rights to

vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made

known to the public prior to or in conjunction with such notice being provided to such Holder.

(c)

Currency. All dollar amounts referred to in this Certificate of Designations are in United States Dollars (“U.S. Dollars”),

and all amounts owing under this Certificate of Designations shall be paid in U.S. Dollars. All amounts denominated in other currencies

(if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange

Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Certificate of Designations,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

(d)

Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designations,

unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer

of immediately available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to

time. Whenever any amount expressed to be due by the terms of this Certificate of Designations 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.

25.

Waiver of Notice. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and

all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of

Designations and the Securities Purchase Agreement.

26.

Governing Law. This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning

the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws

of the State of Delaware, without giving effect to any provision of law 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. Except as otherwise required by Section

23 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington,

Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue

of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner

permitted by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal

action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any

collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii)

shall limit, or shall be deemed or construed to limit, any provision of Section 23 above. THE COMPANY AND EACH HOLDER HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

IN CONNECTION WITH OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATIONS OR ANY TRANSACTION CONTEMPLATED HEREBY.

27.

Judgment Currency.

(a)

If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”)

an amount due in U.S. Dollars under this Certificate of Designations, the conversion shall be made at the Exchange Rate prevailing on

the Trading Day immediately preceding:

(i)

the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of

which such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion

Date”).

(b)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the

Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party

shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange

Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Certificate of Designations.

28.

Taxes.

(a)

All payments made by the Company hereunder or under any other Transaction Document shall be made in accordance with the terms of the

respective Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting

the foregoing, all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes,

levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) taxes imposed on the net

income of a Holder by the jurisdiction in which such Holder is organized or where it has its principal lending office, (ii) with respect

to any payments made by the Company hereunder, taxes (including, but not limited to, backup withholding) to the extent such taxes are

imposed due to the failure of the applicable recipient of such payment to provide the Company with whichever (if any) is applicable of

valid and properly completed and executed IRS Forms W-9, W-8BEN, W-8BEN-E, W-8ECI, and/or W-8IMY, when requested in writing by the Company,

and (iii) with respect to any payments made by the Company, taxes to the extent such taxes are imposed due to the failure of the applicable

recipient of such payment to comply with FATCA (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities,

collectively or individually, “Taxes”). If the Company shall be required to deduct or to withhold any Taxes from or

in respect of any amount payable hereunder or under any other Transaction Document:

(i)

the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including

Taxes on amounts payable to a Holder pursuant to this sentence) such Holder receives an amount equal to the sum it would have received

had no such deduction or withholding been made,

(ii)

the Company shall make such deduction or withholding,

(iii)

the Company shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law,

and

(iv)

as promptly as possible thereafter, the Company shall send such Holder an official receipt (or, if an official receipt is not available,

such other documentation as shall be satisfactory to such Holder, as the case may be) showing payment. In addition, the Company agrees

to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from

any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Preferred

Shares or any other Transaction Document (collectively, “Other Taxes”).

(b)

The Company hereby indemnifies and agrees to hold each Holder and each of their affiliates and their respective officers, directors,

employees, agents and advisors (each, an “Indemnified Party”) each Indemnified Party harmless from and against Taxes

or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section

28) paid by any Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement

of, or otherwise with respect to, this Preferred Shares or any other Transaction Document, and any liability (including penalties, interest

and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other

Taxes were correctly or legally asserted. This indemnification shall be paid within thirty (30) days from the date on which such Holder

makes written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.

(c)

If the Company fails to perform any of its obligations under this Section 28, the Company shall indemnify such Holder for any taxes,

interest or penalties that may become payable as a result of any such failure. The obligations of the Company under this Section 28

shall survive the repayment and/or conversion, as applicable, in full of the Preferred Shares and all other amounts payable with respect

thereto.

(d)

If any Indemnified Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to

which it has been indemnified pursuant to this Section 28 (including by the payment of additional amounts pursuant to this Section

28), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under

this Section 28 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such

Indemnified Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).

Such indemnifying party, upon the request of such Indemnified Party, shall repay to such Indemnified Party the amount paid over pursuant

to this paragraph (d) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) in the event that

such Indemnified Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this

paragraph (d), in no event will the Indemnified Party be required to pay any amount to an indemnifying party pursuant to this paragraph

(d) the payment of which would place the Indemnified Party in a less favorable net after-Tax position than the Indemnified Party would

have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed

and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (d) shall not be

construed to require any Indemnified Party to make available its Tax returns (or any other information relating to its Taxes that it

deems confidential) to the indemnifying party or any other Person.

29.

Severability. If any provision of this Certificate of Designations is prohibited by law or otherwise determined to be invalid

or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall

be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Certificate of Designations so long as this Certificate of

Designations as so modified continues to express, without material change, the original intentions of the parties as to the subject matter

hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective

expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred

upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)

with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

30.

Maximum Payments. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed

to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the

event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments

in excess of such maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

31.

Stockholder Matters; Amendment.

(a)

Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant

to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred

Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders,

all in accordance with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections

of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b)

Amendment. Except for Section 4(d) and this Section 31(b), which may not be amended, modified or waived hereunder, this

Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such

purpose, or written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separate as a single class,

and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation.

Except (a) to the extent otherwise expressly provided in this Certificate of Designations or the

Certificate of Incorporation with respect to voting or approval rights of a particular class or series of capital stock or (b) to the

extent otherwise provided pursuant to the DGCL, the holders of each outstanding class or series of shares of the Company shall not be

entitled to vote as a separate voting group on any amendment to the terms of this Certificate of Designations with respect to which such

class or series would otherwise be entitled under the DGCL to vote as a separate voting group.

32.

Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a)

“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b)

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

(c)

“Additional Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all declared

and unpaid Dividends on such Preferred Share.

(d)

“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect

to, any issuance or sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights

of the type described in Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in

connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other

similar rights).

(e)

“Affiliate” or “Affiliated” means, with respect to any Person, any other Person that directly or

indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition

that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary

voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person

whether by contract or otherwise.

(f)

“Alternate Conversion Price” means, with respect to any Alternate Conversion, the Alternate Optional Conversion Price

or the Alternate Triggering Event Conversion Price, as applicable, with respect thereto.

(g)

“Alternate Optional Conversion Price” means, with respect to any Alternate Optional Conversion, that price which shall

be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Optional

Conversion, and (ii) 95% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including

the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate

Optional Conversion Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, stock

split, stock combination, reclassification or similar transaction that proportionately decreases or increases the shares of Common Stock

during such Alternate Optional Conversion Measuring Period.

(h)

“Alternate Triggering Event Conversion Price” means, with respect to any Alternate Triggering Event Conversion, that

price which shall be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable

Alternate Triggering Event Conversion, and (ii) 90% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day

period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice

(such period, the “Alternate Triggering Event Conversion Measuring Period”). All such determinations to be appropriately

adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases

or increases the shares of Common Stock during such Alternate Triggering Event Conversion Measuring Period.

(i)

“Approved Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or

subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued

to any employee, officer, or director for services provided to the Company in their capacity as such.

(j)

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,

any funds, feeder funds or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly

managed or advised by a Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates

of such Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with such Holder

or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with such Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of

the foregoing is to subject collectively such Holder and all other Attribution Parties to the Maximum Percentage.

(k)

“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right

(as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading

Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,

Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate

for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date

of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected

volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible

Security or Adjustment Right (as the case may be).

(l)

“Bloomberg” means Bloomberg, L.P.

(m)

“Book-Entry” means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of

a Preferred Share Certificate issuable hereunder.

(n)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New

York are authorized or required by law to remain closed; provided, however, for clarification,

commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(o)

“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct

or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification

of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization

or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and,

directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the

authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity

or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely

for the purpose of changing the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(p)

“Change of Control Election Price” means, with respect to any given Change of Control, such price equal to the greatest

of (i) the product of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to the applicable

election, as applicable, (ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or exchanged, as applicable,

multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period

beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2)

the public announcement of such Change of Control and ending on the date such Holder delivers the Change of Control Election Notice by

(II) the Alternate Conversion Price then in effect, and (iii) the product of (A) the Conversion Amount of the Preferred Shares being

redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration

per share of Common Stock to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such

non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities

as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the

Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities

on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price

then in effect.

(q)

“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing

bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the

Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price

(as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,

as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the

last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where

such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade

price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by

Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of

the bid prices, or the ask prices, respectively, of any market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be

calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the

case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders.

If the Company and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved

in accordance with the procedures in Section 23. All such determinations shall be appropriately adjusted for any stock splits, stock

dividends, stock combinations, recapitalizations or other similar transactions during such period.

(r)

“Code” means the Internal Revenue Code of 1986, as amended.

(s)

“Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital

stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(t)

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that

Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the

Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability

will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will

be protected (in whole or in part) against loss with respect thereto.

(u)

“Convertible Securities” means any stock or other security (other than Options) that is at any time and under any

circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof

to acquire, any shares of Common Stock.

(v)

“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq

Global Market, the Nasdaq Capital Market.

(w)

“Event Market Price” means, with respect to any Stock Combination Event Date, the lowest VWAP of the Common Stock

on any Trading Day during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding

the sixteenth (16th) Trading Day after such Stock Combination Event Date (such period, the “Stock Combination Measuring Period”).

All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or

similar transaction.

(x)

“Excluded Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors,

officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan

(as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such

options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued

and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such

options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are

otherwise materially changed in any manner that adversely affects any of the Holders; (ii) shares of Common Stock issued upon the conversion

or exercise, as applicable, of Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant

to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price

or exercise price, as applicable, of any such Convertible Securities or Options (other than standard options to purchase Common Stock

issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or

Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i)

above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities

or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause

(i) above) are otherwise materially changed in any manner that adversely affects any of the Holders; (iii) the shares of Common Stock

issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of Designations; provided, that

the terms of this Certificate of Designations are not amended, modified or changed on or after the Subscription Date (other than antidilution

adjustments pursuant to the terms thereof in effect as of the Subscription Date); (iv) the shares of Common Stock issuable upon exercise

of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Subscription Date (other

than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date); (v) the shares of Common Stock issued

pursuant to the Permitted Equity Line; and (vi) the shares of Common Stock issued pursuant to the EMJ Acquisition (as defined in the

Securities Purchase agreement), not to exceed 1,000,000,000 shares of Common Stock.

(y)

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Certificate of Designation (or any amended

or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations

or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory

legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities

and implementing such Sections of the Code.

(z)

“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,

Affiliates 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 Subject Entity, 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 Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject

to or have its Common Stock be subject to or party to one or more Subject Entities 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 Subject Entities making or party to, or Affiliated with any Subject

Entities 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 Subject Entities making or party to, or Affiliated with any Subject Entity 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 Subject Entities whereby all such Subject Entities,

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 Subject Entities making or party to, or

Affiliated with any Subject 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 Subject Entities 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 Subject Entity individually or the Subject Entities 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

Subject Entities as of the date of this Certificate of Designations calculated as if any shares of Common Stock held by all such Subject

Entities 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 Subject Entities to effect a statutory short form

merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of

the stockholders 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.

(aa)

“GAAP” means United States generally accepted accounting principles, consistently applied.

(bb)

“Going Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity,

if applicable) ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of

all of the Common Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(cc)

“Governmental Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority,

court, judicial body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any

regulatory, administrative, or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division,

ministry, or instrumentality of any of the foregoing.

(dd)

“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5

thereunder.

(ee)

“Indebtedness” means of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations

issued, undertaken or assumed as the deferred purchase price of property or services, including, without limitation, “capital leases”

in accordance with United States generally accepted accounting principles consistently applied for the periods covered thereby (other

than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment

obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds,

debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets

or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as

financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights

and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),

(F) all monetary obligations under any leasing or similar arrangement which, in connection with United States generally accepted accounting

principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to

in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,

to be secured by) any mortgage, deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever

in or upon any property or assets (including accounts and contract rights) with respect to any asset or property owned by any Person,

even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and

(H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G)

above.

(ff)

“Initial Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date

the Company initially issued the Preferred Shares and the Warrants pursuant to the terms of the Securities Purchase Agreement.

(gg)

“Intellectual Property Rights” means, with respect to the Company and its Subsidiaries, all of their rights or licenses

to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents,

patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property

rights and all applications and registrations therefor.

(hh)

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests)

of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the

assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.

(ii)

“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary

liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of

the assets of the business of the Company and its Subsidiaries, taken as a whole.

(jj)

“Material Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations,

results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken

as a whole, or on the transactions contemplated hereby or on the other Transaction Documents (as defined below), or by the agreements

and instruments to be entered into in connection therewith or on the authority or ability of the Company to perform its obligations under

the Transaction Documents.

(kk)

“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible

Securities.

(ll)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent

Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(mm)

“Permitted Indebtedness” means (i) Indebtedness set forth on Schedule 3(s) to the Securities Purchase Agreement, as

in effect as of the Subscription Date, and (ii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv)

and (v) of the definition of Permitted Liens.

(nn)

“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate

proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary

course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation

of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business

with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)

Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment

or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment

at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the

proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $500,000, (v) Liens incurred

in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above,

provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal

amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities

arising as a matter of law to secure payments of custom duties in connection with the importation of goods, and, (vii) Liens arising

from judgments, decrees or attachments in circumstances not constituting a Triggering Event under Section 5(a)(xii).

(oo)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity or a government or any department or agency thereof.

(pp)

“Principal Market” means the NYSE American.

(qq)

“Registration Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing

Date, by and among the Company and the initial holders of the Preferred Shares relating to, among other things, the registration of the

resale of the Common Stock issuable upon conversion of the Preferred Shares or otherwise pursuant to the terms of this Certificate of

Designations and exercise of the Warrants, as may be amended from time to time.

(rr)

“Required Premium” means 125%.

(ss)

“SEC” means the United States Securities and Exchange Commission or the successor thereto.

(tt)

“Securities” shall have the meaning as set forth in the Securities Purchase Agreement.

(uu)

“Securities Purchase Agreement” means that certain amended and restated securities purchase agreement by and among

the Company and the initial holders of Preferred Shares, dated as of the Subscription Date, as may be amended from time in accordance

with the terms thereof.

(vv)

“Series A Preferred Stock” shall mean the series A preferred stock of the Company, $0.001 par value per share.

(ww)

“Stated Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with

respect to the Preferred Shares.

(xx)

“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(yy)

“Subscription Date” means August 27, 2026.

(zz)

“Subsequent Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase,

or otherwise disposal of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition

of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as

that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities, any debt, any preferred stock or any

purchase rights) by the Company or any of its Subsidiaries.

(aaa)

“Subsidiary” shall have the meaning set forth in the Securities Purchase Agreement.

(bbb)

“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting

from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which

such Fundamental Transaction shall have been entered into.

(ccc)

“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the

Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading

market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,

provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or

market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange

or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during

the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated a s a Trading Day in writing by the applicable

Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New

York Stock Exchange (or any successor thereto) is open for trading of securities.

(ddd)

“Transaction Documents” means the Securities Purchase Agreement, the Registration Rights Agreement, this Certificate

of Designations, the Warrants and each of the other agreements and instruments entered into or delivered by the Company or any of the

Holders in connection with the transactions contemplated by the Securities Purchase Agreement, all as may be amended from time to time

in accordance with the terms thereof.

(eee)

“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal

Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange

or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00

p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or,

if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic

bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as

reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the

average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in

The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated

for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as

mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair

market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction

during such period.

(fff)

“Warrant Shares” means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.

(ggg)

“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants

issued in exchange therefor or replacement thereof.

33.

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations,

unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information

relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day

immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly

(but no later than the next Business Day) following receipt of notice from such Holder, as applicable), and in the absence of any such

written indication in such notice (or notification from the Company promptly (but no later than the next Business Day) following receipt

of notice from such Holder), such Holder shall be entitled to presume that information contained in the notice does not constitute material,

non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 33 shall limit any

obligations of the Company, or any rights of any Holder, under Section 4(i) of the Securities Purchase Agreement.

34.

Absence of Trading and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of

the Company and that each Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company

or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement

signed by an officer of such Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such

an executed, written non-disclosure agreement, the Company acknowledges that each Holder may freely trade in any securities issued by

the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any

such information to any third party.

[The

remainder of the page is intentionally left blank.]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of the Certificate of Incorporation of SRX Global Inc. to be

signed by its Chief Financial Officer on this 27th day of August 2026.

SRX

GLOBAL INC.

By:

/s/

Carolina Martinez

Name:

Carolina

Martinez

Title:

Chief

Financial Officer, Secretary and Treasurer

EXHIBIT

SRX

GLOBAL INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations of the Certificate of Incorporation of SRX Global Inc., a Delaware corporation (the “Company”),

establishing the terms, preferences and rights of the Series C Convertible Preferred Stock, $0.001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designations”). In accordance with and pursuant to the Certificate

of Designations, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock,

$0.001 value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate number

of Preferred Shares to be converted:

Aggregate Stated Value of

such Preferred Shares to be converted:

Aggregate accrued and unpaid

Dividends with respect to such Preferred Shares to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please

confirm the following information:

Conversion

Price:

Number

of shares of Common Stock to be issued:

☐

If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following

Alternate Conversion Price:____________

Please

issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows:

☐

Check here if requesting delivery as a certificate to the following name and to the following address:

Issue

to:

☐

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC

Participant:

DTC

Number:

Account

Number:

Date:

_____________ __,

Name

of Registered Holder

By:

Name:

Title:

Tax

ID:_____________________

E-mail

Address:

EXHIBIT

ACKNOWLEDGMENT

The

Company hereby acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are

not] eligible to be resold by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery

to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs

_________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated

_____________, 20__ from the Company and acknowledged and agreed to by ________________________.

SRX

GLOBAL INC.

By:

Name:

Title:

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2026, is by and among SRX Global Inc.,

a Delaware corporation with offices located at 801 US Highway 1, North Palm Beach, Florida 33408 (the “Company”),

and [BUYER] (“[BUYER]”).

RECITALS

[BUYER] holds certain Convertible Grid Promissory Notes issued by CERO Therapeutics Holdings, Inc. in the aggregate original principal

amount of $2,812,500.00 which are set forth on Exhibit A hereto (the “CERO Notes”).

The Company and [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) of Regulation D (“Regulation

D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

The Company has authorized a new series of convertible preferred stock of the Company designated as Series C Convertible Preferred Stock,

$0.001 par value per share, the terms of which are set forth in the certificate of designations of preferences and rights for such series

of preferred stock (the “Certificate of Designations”) in the form attached hereto as Exhibit B (together

with any convertible preferred shares issued in replacement thereof in accordance with the terms thereof, the “Series C Preferred

Stock”), which Series C Preferred Stock shall be convertible into shares of Common Stock (such shares of Common Stock issuable

pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise, collectively,

the “Conversion Shares”), in accordance with the terms of the Certificate of Designations.

[BUYER] wishes to purchase, and the Company wishes to sell and issue to [BUYER] at the Closing (as defined below), upon the terms and

conditions stated in this Agreement, shares of Series C Preferred Stock for the Purchase Price (as defined below) payable via assignment

of the CERO Notes as more particularly described herein.

At the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit

C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration

rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules

and regulations promulgated thereunder, and applicable state securities laws.

The Preferred Shares and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and [BUYER] hereby agree as follows:

PURCHASE AND SALE OF PREFERRED SHARES.

(a)

Purchase of Preferred Shares. Purchase of Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth

in Sections 6(a) and 7(a) below, the Company shall issue and sell to [BUYER], and [BUYER] agrees to purchase from the Company on the

Closing Date (as defined below) 3,579 Preferred Shares (the “Closing”).

(b)

Closing. The Closing of the purchase of Preferred Shares by [BUYER] shall occur at the offices of Meister Seelig & Schuster

PLLC, 125 Park Avenue, 7th Floor, New York, NY 10017. The date and time of the Closing (the “Closing Date”)

shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6(a)

and 7(a) below are satisfied or waived (or such other date as is mutually agreed to by the Company and [BUYER]). As used herein “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall

not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(c)

Purchase Price. The aggregate purchase price for the Preferred Shares to be purchased by [BUYER] at the Closing (the “Purchase

Price”) shall be $2,862,500.00, which shall be satisfied by an assignment to the Company (or its designee) of CERO Notes (with

$2,812,500 of outstanding principal and $50,000 of accrued and unpaid interest under the CERO Notes being credited against the Purchase

Price), it being understood that [BUYER] shall pay approximately $800 for each $1,000 of Stated Value (as defined in the Certificate

of Designations) of Preferred Shares purchased by [BUYER] at the Closing.

(d)

Form of Payment. On the Closing Date, (i) [BUYER] shall pay the Purchase Price to the Company for the Preferred Shares to be issued

and sold to [BUYER] at the Closing as set forth in Section 1(c) and (ii) the Company shall deliver to [BUYER] a stock certificate (or

evidence of book entry, as applicable) of the Company for the aggregate number of Preferred Shares being purchased by [BUYER] at the

Closing, duly executed on behalf of the Company and registered in the name of [BUYER] or its designee.

(e)

Limited Waivers. Effective as of the Closing Date, [BUYER] as the Required Holder as defined in that certain Securities Purchase

Agreement dated March 16, 2026 by and between the Company and the buyers signatory thereto, including [BUYER] (the “March SPA”),

hereby waives, or provides its consent in accordance with, as applicable, any provision, term or condition of any Transaction Document

(as defined in March SPA) that would otherwise restrict or prohibit: (i) the execution and delivery by the parties hereto of the Transaction

Documents; (ii) the assumption by the Company of the CERO Notes; (iii) the issuance of the Securities hereunder or pursuant to the terms

of the Certificate of Designations, solely with respect to the issuance of the Securities hereunder and pursuant to the terms of the

Certificate of Designations, and not with respect to any other issuance or transaction; and/or (iv) the authorization by the Company

of a new class of Parity Stock, as defined in Section 2 of the Certificate of Designations filed by the Company with the Secretary of

State of the State of Delaware on March 16, 2026 in connection with the March SPA.

[BUYER]’s REPRESENTATIONS AND WARRANTIES.

[BUYER]

represents and warrants to the Company, as of the date hereof and as of the Closing Date:

(a)

Organization; Authority. [BUYER] is either (i) an individual with sufficient legal capacity or (ii) an entity duly incorporated

or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable,

with all requisite power and authority, and has taken all requisite corporate or other action, as applicable, to enter into and to consummate

the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations

hereunder and thereunder.

(b)

No Public Sale or Distribution. [BUYER] (i) is acquiring its Preferred Shares, and (ii) upon conversion of its Preferred Shares

will acquire the Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or

for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to

sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, [BUYER] does not agree, or

make any representation or warranty, 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 from registration under the

1933 Act. [BUYER] does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of

the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” 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 (as defined below) or any department or agency thereof.

(c)

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

(d)

Reliance on Exemptions. [BUYER] understands that the Securities are being offered and sold to it in reliance on specific exemptions

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

truth and accuracy of, and [BUYER]’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of [BUYER] set forth herein in order to determine the availability of such exemptions and the eligibility of [BUYER] to acquire the Securities.

(e)

Information. [BUYER] and its advisors, if any, have been 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 that have been requested by [BUYER]. [BUYER] and its advisors,

if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by [BUYER] or its advisors, if any, or its representatives shall modify, amend or affect [BUYER]’s right to rely on the

Company’s representations and warranties contained herein. [BUYER] understands that its investment in the Securities involves a

high degree of risk. [BUYER] has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment

decision with respect to its acquisition of the Securities.

(f)

No Governmental Review. [BUYER] understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g)

Transfer or Resale. [BUYER] understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof:

(i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered

for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) [BUYER] shall have delivered to the Company

(if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities

to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) [BUYER]

provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule

144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the

Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable,

any resale of the 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 promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register

the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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 and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities

hereunder, and [BUYER] shall be required to provide the Company with any notice of any a pledge of Securities or otherwise make any delivery

to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation,

this Section 2(g).

(h)

Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and

delivered on behalf of [BUYER] and shall constitute the legal, valid and binding obligations of [BUYER] enforceable against [BUYER] in

accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement

of applicable creditors’ rights and remedies.

(i)

No Conflicts. The execution, delivery and performance by [BUYER] of this Agreement and the Registration Rights Agreement and the

consummation by [BUYER] of the transactions contemplated hereby and thereby (including, without limitation, the assignment of the CERO

Notes to the Company) will not (i) result in a violation of the organizational documents of [BUYER], or (ii) conflict with, or constitute

a default (or an event which 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 of, any agreement, indenture or instrument to which [BUYER] is a party (including, without limitation,

the CERO Notes), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state

securities laws) applicable to [BUYER], except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations

which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of [BUYER]

to perform its obligations hereunder.

(j)

Ownership of CERO Notes. [BUYER] owns good and marketable title to the CERO Notes free and clear of all Liens (as defined below).

The CERO Notes are freely assignable by [BUYER], subject to applicable securities laws, and upon assignment of the CERO Notes to the

Company (or its designee) as payment of the Purchase Price, the Company (or its designee, as applicable) shall obtain good and marketable

title to the CERO Notes, free and clear of all Liens. CERO has not made any payments of principal or interest to [BUYER] pursuant to

any of the CERO Notes and the full amount of original principal amount of each of the CERO Notes, plus accrued interest thereon described

in the applicable CERO Note, remains outstanding.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to [BUYER] that, as of the date hereof and as of the Closing Date:

(a)

Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their

properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each

of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,

liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary,

individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other

agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or

any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below). Other

than the Persons (as defined below) set forth on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries”

means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar

interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and

each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b)

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations

under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.

The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation

for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) have been duly authorized by the

Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration

Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement,

a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization

is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This

Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered

by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance

with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,

reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’

rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior

to the Closing, the Certificate of Designations in the form attached hereto as Exhibit B will have been filed with the

Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with

its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred

Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below)

and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions

contemplated hereby and thereby, as may be amended from time to time.

(c)

Issuance of Securities. The issuance of the Preferred Shares are duly authorized and, upon issuance in accordance with the terms

of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights,

mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances

(collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from

its duly authorized capital stock not less than 200% of the maximum number of Conversion Shares issuable upon conversion of all the Preferred

Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price

(as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations)

as of the date hereof, and (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares

set forth in the Certificate of Designations). Upon issuance or conversion in accordance with the Certificate of Designations, the Conversion

Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with

respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy

of the representations and warranties of [BUYER] in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the 1933 Act.

(d)

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the

Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and

the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate

of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined

below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the

Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict

with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or

give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture 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, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of

the NYSE American (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and

regulations) 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.

(e)

Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any

filing or registration with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements

of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies),

any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute,

deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance

with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary

is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to such Closing Date,

and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of

its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.

Except as set forth on Schedule 3(e), the Company is not in violation of the requirements of the Principal Market and has no knowledge

of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. “Governmental

Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal,

state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental

agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising,

or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any

nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public

international organization or any of the foregoing.

(f)

Acknowledgment Regarding [BUYER]’s Purchase of Securities. The Company acknowledges and agrees that [BUYER] is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby

and thereby and [BUYER] is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more

than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the

“1934 Act”)). The Company further acknowledges that [BUYER] is not acting as a financial advisor or fiduciary of the

Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated

hereby and thereby, and any advice given by [BUYER] or any of its representatives or agents in connection with the Transaction Documents

and the transactions contemplated hereby and thereby is merely incidental to [BUYER]’s purchase of the Securities. The Company

further represents to [BUYER] that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to

which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective representatives.

(g)

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any

Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by [BUYER] or its investment advisor) relating

to or arising out of the transactions contemplated hereby. The Company shall pay, and hold [BUYER] harmless against, any liability, loss

or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of

the Securities.

(h)

No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf

has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances

that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings

or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act

or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange

or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company,

its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration

of the issuance of any of the Securities under the 1933 Act (other than pursuant to the Registration Rights Agreement) or cause the offering

of any of the Securities to be integrated with other offerings of securities of the Company.

(i)

Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances.

The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Certificate of Designations

in accordance with this Agreement and the Certificate of Designations is absolute and unconditional regardless of the dilutive effect

that such issuance may have on the ownership interests of other stockholders of the Company.

(j)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action,

if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,

without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under

the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise

which is or could become applicable to [BUYER] as a result of the transactions contemplated by this Agreement, including, without limitation,

the Company’s issuance of the Securities and [BUYER]’s ownership of the Securities. The Company and its board of directors

have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating

to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k)

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, except as set forth on Schedule 3(k),

the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by

it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits

and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein

being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to [BUYER]

or its representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. 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 the light of the circumstances under which they were made, not misleading. As of their respective

dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial

statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied,

during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the

case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly

present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and

cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will

not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves,

if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies

that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which

are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company

to [BUYER] which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this

Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material

fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were

made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation,

any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial

Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate

any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules

and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend

or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

(l)

Absence of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form

10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties,

operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries Since

the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its

Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary

course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business.

Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,

insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason

to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any

fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, after

giving effect to the transactions contemplated hereby to occur at such Closing, will not be Insolvent (as defined below). For purposes

of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis,

(A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay

the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable

to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured

or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay

as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of

the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total

Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated,

contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case

may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any

business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small

capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred

or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective

businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i)

would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with

the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have

a material adverse effect on [BUYER]’s investment hereunder or (iii) could have a Material Adverse Effect.

(n)

Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in

default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series

of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum

of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither

the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation

applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in

violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have

a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations

or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or

suspension of the Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i)

the Common Stock has been listed or designated for quotation on the Principal Market, (ii) except as disclosed in the SEC Documents,

trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents,

the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting

of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and

permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to

possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and

neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any

such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the

Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected

to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition

of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently

conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have

a Material Adverse Effect on the Company or any of its Subsidiaries.

(o)

Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any

other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have

violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption

laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised

to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for

any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively,

a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a

high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to

any Government Official, for the purpose of:

(i)

(A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to

do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii)

assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its

Subsidiaries.

(p)

Sarbanes-Oxley Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q)

Transactions With Affiliates. Except as set forth on Schedule 3(q), no current or former employee, partner, director, officer

or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate

of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever

been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing

for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director,

officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,

officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,

firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for

a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through

an Eligible Market (as defined in the Certificate of Designations)), nor does any such Person receive income from any source other than

the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company

or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her

immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted

(or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered,

(ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally

available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board

of Directors of the Company).

(r)

Equity Capitalization.

(i)

Definitions:

(A)

“Common Stock” means (x) the Company’s shares of common stock, $0.001 par value per share, and (y) any capital

stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(B)

“Preferred Stock” means (x) the Company’s blank check preferred stock, $0.001 par value per share, the terms

of which may be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which

such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than

a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii)

Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 5,000,000,000

shares of Common Stock, of which, [19,688,450] are issued and outstanding and approximately [2,905,366] shares are reserved for issuance

pursuant to Common Stock Equivalents (as defined below) (other than the Preferred Shares) exercisable or exchangeable for, or convertible

into, shares of Common Stock and (B) 4,000,000 shares of Preferred Stock, of which 12,500 shares have been designated as Series B Preferred

Stock and, of the shares designated as Series B Preferred Stock, 10,000 are issued and outstanding. Zero shares of Common Stock are held

in the treasury of the Company. “Common Stock Equivalents” means any capital stock or other security of the Company

or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable

for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without

limitation, Common Stock) or any of its Subsidiaries.

(iii)

Valid Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance

will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock

that are (A) reserved for issuance pursuant to Common Stock Equivalents (other than the Preferred Shares) and (B) that are, as of the

date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption

that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates”

without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of

its Subsidiaries. To the Company’s knowledge, except as set forth on Schedule 3(r)(iii), no Person owns 10% or more of the

Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Common Stock Equivalents,

whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any

limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person

is a 10% stockholder for purposes of federal securities laws).

(iv)

Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s

shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the

Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests

or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company

or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its

Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities

or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any

of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities

or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,

commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security

of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions

that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights

or “phantom stock” plans or agreements or any similar plan or agreement.

(v)

Organizational Documents. The SEC Documents contain the Company’s true, correct and complete copies of the Company’s

Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”),

and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all

Common Stock Equivalents and the material rights of the holders thereof in respect thereto.

(s)

Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, except as disclosed on Schedule 3(s),

(i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing

Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii)

is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such

contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements

securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term

of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults

would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument

relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a

Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed

in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s

or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse

Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness

for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including,

without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course

of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds

and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations

so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under

any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets

acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the

event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement

which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness

referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent

or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person,

even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and

(H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G)

above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,

of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent

of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that

such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such

liability will be protected (in whole or in part) against loss with respect thereto.

(t)

Litigation. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any

court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the Knowledge of the Company (as

defined below), threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s

or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except

as set forth on Schedule 3(t). No director, officer or employee of the Company or any of its Subsidiaries has willfully violated

18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has

not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company,

any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued

any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the

1934 Act. To the Knowledge of the Company, the Company is not aware of any fact which might result in or form the basis for any such

action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to

any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity. For purposes of this Agreement, “Knowledge

of the Company” means the actual knowledge of the Company’s Chief Executive Officer, President and Chief Financial Officer,

in each case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries under their direct

supervision who would reasonably be expected to have knowledge or information with respect to the matter in question.

(u)

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 been refused any insurance coverage sought

or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable 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.

(v)

Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs

any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer

(as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified

the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such

officer’s employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee of

the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant,

and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or

any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance

with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms

and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

(w)

Title.

(i)

Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities

or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”)

in connection with the conduct of its business. The Real Property is free and clear of all Liens and is not subject to any rights of

way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes

not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject

thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable

leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings

by the Company or any of its Subsidiaries.

(ii)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest

in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by

the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures

and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put,

are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of

the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to such Closing. Each

of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) Liens for current

taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property

subject thereto.

(x)

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now

conducted and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule

3(x)(i). Except as set forth on Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or

terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the

date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual

Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of

its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither

the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements

or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality

and value of all of their Intellectual Property Rights.

(y)

Environmental Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined

below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their

respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in each

of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate,

a Material Adverse Effect. 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)

No Hazardous Materials:

(A)

have been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental

Laws; or

(B)

are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of

any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental

Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.

(iii)

Neither the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed

of or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and

polychlorinated biphenyls.

(iv)

None of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(z)

Subsidiary Rights. Other than as set forth on Schedule 3(z), the Company or one of its Subsidiaries has the unrestricted

right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities

of its Subsidiaries as owned by the Company or such Subsidiary.

(aa)

Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all

other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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 (iii) has set aside on its books provision 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 and its Subsidiaries know of no

basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined

in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). The net operating loss carryforwards

(“NOLs”) for United States federal income tax purposes of the consolidated group of which the Company is the common

parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions contemplated hereby do not

constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability

to utilize such NOLs.

(bb)

Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial

reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, including 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 GAAP and

to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with

management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with

the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company

maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring

that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed,

summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls

and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under

the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers

and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as set

forth on Schedule 3(bb), neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant,

Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal

controls over financial reporting of the Company or any of its Subsidiaries.

(cc)

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.

(dd)

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment

company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an

“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”

as such terms are defined in the Investment Company Act of 1940, as amended.

(ee)

Acknowledgement Regarding [BUYER]’s Trading Activity. It is understood and acknowledged by the Company that (i) following

the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, [BUYER] has

not been asked by the Company or any of its Subsidiaries to agree, nor has [BUYER] agreed with the Company or any of its Subsidiaries,

to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short)

any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the

Securities for any specified term; (ii) [BUYER], and counterparties in “derivative” transactions to which any [BUYER] is

a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to

[BUYER]’s knowledge of the transactions contemplated by the Transaction Documents; (iii) [BUYER] shall not be deemed to have any

affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) [BUYER] may

rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion, exercise or exchange, as applicable,

of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of

the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by

the Transaction Documents pursuant to the applicable 8-K Filing (as defined below) [BUYER] may engage in hedging and/or trading activities

(including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times during the period

that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion

Shares deliverable with respect to the Securities are being determined and such hedging and/or trading activities (including, without

limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the existing stockholders’

equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges

that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Certificate of Designations,

or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(ff)

Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting

on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation

of the price of any security of the Company or any of its Subsidiaries 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, (iii) paid or agreed to pay to

any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv)

paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg)

U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Securities are held by [BUYER], shall become, a U.S. real property holding corporation within the meaning of Section 897 of the

Code, and the Company and each Subsidiary shall so certify upon [BUYER]’s request.

(hh)

Registration Eligibility. The Company is eligible to register the Registrable Securities for resale by [BUYER] using Form S-1

promulgated under the 1933 Act.

(ii)

Transfer Taxes. On each Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required

to be paid in connection with the issuance, sale and transfer of the Securities to be sold to [BUYER] hereunder will be, or will have

been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(jj)

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.

(kk)

Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll)

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

the Company’s knowledge (after reasonable inquiry of its officers and directors), 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.

(mm)

Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act

of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,

regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not

limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,

Subtitle B, Chapter V.

(nn)

Management. Except as set forth on Schedule 3(nn) hereto, during the past five year period, no current or former officer

or director or, to the knowledge of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries

has been the subject of:

(i)

a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent

or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or

within two years before the time of the filing of such petition or such appointment;

(ii)

a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or

temporarily enjoining any such person from, or otherwise limiting, the following activities:

(1)

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of

any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director

or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct

or practice in connection with such activity;

(2)

Engaging in any particular type of business practice; or

(3)

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

securities laws or commodities laws;

(iv)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to

be associated with persons engaged in any such activity;

(v)

a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,

regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,

suspended or vacated; or

(vi)

a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any

federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo)

Stock Option Plans . Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable

stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date

such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock

option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company

to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp)

No Disagreements with Accountants and Lawyers . There are no material disagreements of any kind presently existing, or reasonably

anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company

and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability

to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had

discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions, except as

set forth on Schedule 3(pp), the Company has no reason to believe that it will need to restate any such financial statements or

any part thereof.

(qq)

No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the

1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,

executive officer, other officer of the Company participating in the offering contemplated hereby, 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” and, together, “Issuer Covered Persons”) 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. The Company has complied, to the extent applicable, with its disclosure

obligations under Rule 506(e), and has furnished to [BUYER] a copy of any disclosures provided thereunder.

(rr)

Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration

for solicitation of [BUYER] or potential purchasers in connection with the sale of any Regulation D Securities.

(ss)

No Additional Agreements. The Company does not have any agreement or understanding with [BUYER] with respect to the transactions

contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(tt)

Public Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”

of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(uu)

Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”

under the Federal Power Act, as amended.

(vv)

Cybersecurity. The Company’s and its Subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,

and operate and perform in all material respects as required in connection with the operation of the business of the Company and its

Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other

corruptants that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its

Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures,

and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and

security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal

Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security

number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer

or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade

Commission Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability

and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);

and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

(ww)

Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable

state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries

have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance

with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy

Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made

all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures

made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory

rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice

of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge

of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,

in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any

order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(xx)

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided [BUYER] or its agents

or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning

the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction

Documents. The Company understands and confirms that [BUYER] will rely on the foregoing representations in effecting transactions in

securities of the Company. All disclosure provided to [BUYER] regarding the Company and its Subsidiaries, their businesses and the transactions

contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is

true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to

make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information

furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to [BUYER] pursuant to or in connection with

this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date

on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement

did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,

properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable

law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been

so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries

and made available to [BUYER] have been prepared in good faith based upon reasonable assumptions and represented, at the time each such

financial projection or forecast was delivered to [BUYER], the Company’s best estimate of future financial performance (it being

recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or

periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges

and agrees that [BUYER] neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby

other than those specifically set forth in Section 2.

COVENANTS.

(a)

Reasonable Best Efforts. [BUYER] shall use its reasonable best efforts to timely satisfy each of the covenants hereunder and conditions

to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable best efforts to timely satisfy

each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b)

Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide

a copy thereof to [BUYER] promptly after such filing. The Company shall, on or before each Closing Date, take such action as the Company

shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to [BUYER] at the

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 [BUYER] on or prior to each

Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and

reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,

all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable

foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities

to [BUYER].

(c)

Reporting Status. Until the date on which [BUYER] shall have sold all of the Registrable Securities (the “Reporting Period”),

the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would

no longer require or otherwise permit such termination.

(d)

Principal Market. The Company shall use its reasonable best efforts to obtain, as promptly as practicable following the date of

this Agreement, the approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares.

(e)

Financial Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement)

during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the

EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly

Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements

and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other

than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR

or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof,

e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are filed with the

SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company generally,

contemporaneously with the making available or giving thereof to the stockholders.

(f)

Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable

Securities upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed

or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation

for quotation (as the case may be) of all Registrable Securities from time to time issuable under the terms of the Transaction Documents

on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization

for quotation (as the case may be) on The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market

or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall

take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market.

The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g)

Fees. The Company shall pay for the costs and expenses incurred by it and its affiliates in connection with the structuring, documentation,

negotiation and closing of the transactions contemplated by the Transaction Documents. The Company shall be responsible for the payment

of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions

(other than for Persons engaged by [BUYER]) relating to or arising out of the transactions contemplated hereby. The Company shall pay,

and hold [BUYER] harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and

out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction

Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to [BUYER].

(h)

Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees

that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement

that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities

hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise

make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section

2(g) hereof; provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof

in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such

documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by

[BUYER].

(i)

Disclosure of Transactions and Other Material Information.

(i)

Disclosure of Transactions. On or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of

this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated

by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without

limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations, and the form of the Registration

Rights Agreement) (including all attachments, the “Initial 8-K Filing”). From and after the filing of the Initial

8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to [BUYER] by the Company or any

of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated

by the Transaction Documents. In addition, effective upon the filing of the Initial 8-K Filing, the Company acknowledges and agrees that

any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries

or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and [BUYER] or any of its affiliates,

on the other hand, shall terminate.

(ii)

Limitations on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their

respective officers, directors, employees and agents not to, provide [BUYER] with any material, non-public information regarding the

Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of [BUYER] (which may be

granted or withheld in such [BUYER]’s sole discretion). In the event of a breach of any of the foregoing covenants, including,

without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document,

by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in

the reasonable good faith judgment of [BUYER]), in addition to any other remedy provided herein or in the Transaction Documents, [BUYER]

shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or

such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its

or their respective officers, directors, employees or agents. [BUYER] shall not have any liability to the Company, any of its Subsidiaries,

or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the

extent that the Company delivers any material, non-public information to [BUYER] without [BUYER]’s consent, the Company hereby

covenants and agrees that [BUYER] shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of,

such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor [BUYER] shall issue any press

releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be

entitled, without the prior approval of [BUYER], to make any press release or other public disclosure with respect to such transactions

(i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations

(provided that in the case of clause (i) [BUYER] shall be consulted by the Company in connection with any such press release or other

public disclosure prior to its release). Without the prior written consent of [BUYER] (which may be granted or withheld in [BUYER]’s

sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of [BUYER]

in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication

that the contrary would otherwise be true, the Company expressly acknowledges and agrees that [BUYER] shall not have (unless expressly

agreed to by [BUYER] after the date hereof in a written definitive and binding agreement executed by the Company and [BUYER], any duty

of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company

or any of its Subsidiaries.

(iii)

Other Confidential Information; Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth

in this Section 4(i), and without limiting anything set forth in any other Transaction Document, at any time after the Closing Date if

the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides [BUYER] with material

non-public information relating to the Company or any of its Subsidiaries (each, the “Confidential Information”),

the Company shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information

on a Current Report on Form 8-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company shall

have disclosed all Confidential Information provided to [BUYER] by the Company or any of its Subsidiaries or any of their respective

officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any

agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates,

employees or agents, on the one hand, and [BUYER] or any of their affiliates, on the other hand, shall terminate. In the event that the

Company fails to effect such Disclosure on or prior to the Required Disclosure Date and [BUYER] shall have possessed Confidential Information

for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial relief for the damages

to [BUYER] by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after such Required Disclosure

Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to [BUYER] an amount

in cash equal to the greater of (I) two percent (2%) of the aggregate Purchase Price and (II) the applicable Disclosure Restitution Amount

(as defined below), on each of the following dates (each, a “Disclosure Delay Payment Date”): (i) on the date of such

Disclosure Failure and (ii) on every thirty (30) day anniversary such Disclosure Failure until the earlier of (x) the date such Disclosure

Failure is cured and (y) such time as all such non-public information provided to [BUYER] shall cease to be Confidential Information

(as evidenced by a certificate, duly executed by an authorized officer of the Company to the foregoing effect) (such earlier date, as

applicable, a “Disclosure Cure Date”). Following the initial Disclosure Delay Payment for any particular Disclosure

Failure, without limiting the foregoing, if a Disclosure Cure Date occurs prior to any thirty (30) day anniversary of such Disclosure

Failure, then such Disclosure Delay Payment (prorated for such partial month) shall be made on the second (2nd) Business Day after such

Disclosure Cure Date. The payments to which an Investor shall be entitled pursuant to this Section 4(i)(iii) are referred to herein as

“Disclosure Delay Payments.” In the event the Company fails to make Disclosure Delay Payments in a timely manner in

accordance with the foregoing, such Disclosure Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated

for partial months) until paid in full.

(iv)

For the purpose of this Agreement the following definitions shall apply:

(1)

“Disclosure Failure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as the quotient

of (I) the sum of the five (5) highest VWAPs (as defined in the Certificate of Designations) of the Common Stock during the applicable

Disclosure Restitution Period (as defined below), divided by (II) five (5) (such period, the “Disclosure Failure Measuring Period”).

All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar

transaction that proportionately decreases or increases the Common Stock during such Disclosure Failure Measuring Period.

(2)

“Disclosure Restitution Amount” means, as of any Disclosure Delay Payment Date, the product of (x) difference of (I)

the Disclosure Failure Market Price less (II) the lowest purchase price, per share of Common Stock, of any Common Stock issued or issuable

to [BUYER] pursuant to this Agreement or any other Transaction Documents, multiplied by (y) 10% of the aggregate daily dollar trading

volume (as reported on Bloomberg (as defined in the Certificate of Designations)) of the Common Stock on the Principal Market for each

Trading Day either (1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required

Disclosure Date through and including the Trading Day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect

to each other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through

and including the Trading Day immediately prior to such applicable Disclosure Delay Payment Date (such applicable period, the “Disclosure

Restitution Period”).

(3)

“Required Disclosure Date” means (x) if [BUYER] authorized the delivery of such Confidential Information, either (I)

if the Company and [BUYER] have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential

Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date [BUYER] first received

any Confidential Information or (y) if [BUYER] did not authorize the delivery of such Confidential Information, the first (1st)

Business Day after [BUYER]’s receipt of such Confidential Information.

(j)

Additional Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration

Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as

defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under

the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on (i) a registration

statement on Form S-8; (i) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant

to the Permitted Equity Line, or (iii) such supplements or amendments to registration statements that are outstanding and have been declared

effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available

and not with respect to any Subsequent Placement (as defined below))). “Applicable Date” means the earlier of (x)

the first date on which the resale by [BUYER] of all the Registrable Securities required to be filed on the initial Registration Statement

pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for

use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by [BUYER] pursuant to Rule

144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such

Current Public Information Failure).

(k)

[reserved]

(l)

Reservation of Shares. So long as any of the Preferred Shares remain outstanding, the Company shall take all action necessary

to at all times have authorized, and reserved for the purpose of issuance no less 200% of the maximum number of Conversion Shares issuable

upon conversion of all the Preferred Shares then outstanding (assuming for purposes hereof that (x) the Preferred Shares are convertible

at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, and (y) any such

conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations)

(the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant

to this Section 4(l) be reduced other than proportionally in connection with any conversion and/or redemption, as applicable, of Preferred

Shares. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required

Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares,

including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations

pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an

increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized

shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(m)

Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance

or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually

or in the aggregate, in a Material Adverse Effect.

(n)

Other Preferred Shares; Variable Securities. Until the date that no Preferred Shares remain outstanding (the “Covenant

Defeasance Date”), the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect

any subsequent issuance of Company securities involving a Variable Rate Transaction (other than the Permitted Equity Line). “Variable

Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Common Stock Equivalents

either (A) at a conversion, exercise 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 Common Stock Equivalents, 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 Common Stock Equivalents 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, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement

(including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary

may sell securities at a future determined price (other than standard and customary “preemptive” or “participation”

rights). [BUYER] shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance,

which remedy shall be in addition to any right to collect damages. “Permitted Equity Line” means the securities issuable

under the equity line of credit pursuant to that certain Share Purchase Agreement, by and between [BUYER] and the Company, dated as of

July 7, 2025, as amended and in effect as of the date hereof.

(o)

[reserved].

(p)

Dilutive Issuances. For so long as any Preferred Shares remain outstanding, the Company shall not, in any manner, enter into or

affect any Dilutive Issuance (as defined in the Certificate of Designations) if the effect of such Dilutive Issuance is to cause the

Company to be required to issue upon conversion of any Preferred Shares any shares of Common Stock in excess of that number of shares

of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company’s obligations

under the rules or regulations of the Principal Market.

(q)

Passive Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their

respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment

company within the meaning of Section 1297 of the Code.

(r)

Restriction on Redemption and Cash Dividends. Prior to the Covenant Defeasance Date, except as disclosed in the SEC Documents,

the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the

Company without the prior express written consent of [BUYER] (other than as required by the Certificate of Designations).

(s)

Corporate Existence. So long as [BUYER] beneficially owns any Preferred Shares, the Company shall not be party to any Fundamental

Transaction (as defined in the Certificate of Designations) unless the Company is in compliance with the applicable provisions governing

Fundamental Transactions set forth in the Certificate of Designations.

(t)

Stock Splits. Prior to the Covenant Defeasance Date, the Company shall not effect any stock combination, reverse stock split or

other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written

consent of [BUYER] except as necessary to maintain the listing of the Common Stock on the Principal Market.

(u)

Conversion and Exercise Procedures. The form of Conversion Notice (as defined in the Certificate of Designations) included in

the Certificate of Designations set forth the totality of the procedures required of [BUYER] in order to convert the Preferred Shares.

Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of [BUYER] to convert

their Preferred Shares. The Company shall honor conversions of the Preferred Shares and shall deliver the Conversion Shares in accordance

with the terms, conditions and time periods set forth in the Certificate of Designations. Without limiting the preceding sentences, no

ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any

Conversion Notice form be required in order to convert the Preferred Shares.

(v)

Regulation M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution

of the Securities contemplated hereby.

(w)

General Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person

acting on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form

of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice

or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar

or meeting whose attendees have been invited by any general solicitation or general advertising.

(x)

Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting

on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any

security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration

of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the

Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated

for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(y)

Notice of Disqualification Events. The Company will notify [BUYER] in writing, prior to the Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Issuer Covered Person.

(z)

Stockholder Approval. The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite

stockholders (the “Stockholder Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders

of the Company of the receipt of the Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date

hereof, but prior to the forty-fifth (45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory

agency, in no event later than 90 calendar days after the Closing), an information statement with respect thereto (the “Information

Statement”) or (y) provide each stockholder entitled to vote at a special meeting of stockholders of the Company (the “Stockholder

Meeting”), which shall be promptly called and held not later than the sixtieth (60th) calendar day after the Closing Date (the

“Stockholder Meeting Deadline”), a proxy statement, in each case, in a form reasonably acceptable to [BUYER], at the

expense of the Company. The proxy statement, if any, shall solicit each of the Company’s stockholder’s affirmative vote at

the Stockholder Meeting for approval of resolutions (“Stockholder Resolutions”) providing for the approval of the

issuance of all of the Securities in compliance with the rules and regulations of the Principal Market (without regard to any limitations

on conversion set forth in the Certificate of Designations, and without giving effect to the limitation on the Conversion Floor Price

(as defined in the Certificate of Designations) pursuant to Section 8(j) of the Certificate of Designation) (such affirmative approval

being referred to herein as the “Stockholder Approval”, and the earlier of (x) the date such Stockholder Approval

is obtained at a Stockholder Meeting and (y) the time of effectiveness of an Information Statement filed with the SEC, the “Stockholder

Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such

resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions. The

Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company’s

reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause

an additional Stockholder Meeting to be held on or prior to forty-fifth (45th) calendar day following the failure to obtain Stockholder

Approval. If, despite the Company’s reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder

meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval

is obtained. The Company shall not consummate any Subsequent Placement at a New Issuance Price (as defined in the Certificate of Designations)

less than the Conversion Floor Price until the Company shall have obtained the Stockholder Approval and Section 8(j) of the Certificate

of Designation is no longer applicable (or, if earlier, the Covenant Defeasance Date).

(aa)

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause

to be delivered, to [BUYER] a complete closing set of the executed Transaction Documents, Securities and any other document required

to be delivered to any party pursuant to Section 7 hereof or otherwise.

(bb)

Call Option.

(i)

General. In the event the Company and any of its affiliates obtains voting control of Cero Therapeutics, Inc., the wholly owned

subsidiary of CERO (“CTI”), and thereafter CTI is sold to an unaffiliated third party or conducts a public offering

of its equity securities that are listed on a Eligible Market (a “CTI Liquidity Event”), the Company shall have the

right (a “Call Right”) to require [BUYER] and each other holder of Preferred Shares (the “Preferred Holders”)

to sell in one or more transactions all or any portion of the Preferred Shares then held by [BUYER] or such other holders in exchange

for shares of preferred stock of CTI (the “CTI Preferred Shares”) on substantially the same terms as the Preferred

Shares and the Certificate of Designations, mutatis mutandis, at an exchange ratio of one (1) Preferred Share for one (1) CTI Preferred

Share.

(ii)

Mechanics. The Company may exercise the Call Right as to any or all of the holders of Preferred Shares (including [BUYER]) by

delivering written notice thereof (each, a “Call Notice”, and the date of such notice, each, an “Call Notice

Date”) to the Preferred Holders (which may be an e-mail) no later than the third Business Day prior to the consummation of

the CTI Liquidity Event specifying the applicable Preferred Shares to be called hereunder and the CTI Preferred Shares to be issued in

consideration therefor. Upon the Preferred Holder’s receipt of such notice, the company shall cause CTI to file the certificate

of designations setting forth the terms of the CTI Preferred Shares, and promptly after the filing of such certificate of designations,

but no later than the consummation of the CTI Liquidity Event (or as mutually agreed by the Company and [BUYER] (such date, the “Call

Exercise Date”) issue the CTI Preferred Shares to such Preferred Holders in exchange for the Preferred Shares. Additionally,

on the Call Exercise Date, the Company shall cause CTI to deliver (a) to such Preferred Holder, (x) a certificate evidencing the CTI

Preferred Shares and (y) a certified copy of the related certificate of designations, and (b) to such Preferred Shares and to the transfer

agent for the CTI Preferred Shares, if any, of CTI, an irrevocable transfer instruction letter in connection with the exercise of the

Call Option in form and substance reasonably satisfactory to the Preferred Holders. As soon as commercially practicable following the

Call Exercise Date, such Preferred Holders shall deliver or cause to be delivered to the Company the Preferred Shares, if such shares

are certificated. Immediately following the Call Exercise Date, such Preferred Holders shall relinquish all rights, title and interest

in the Preferred Shares being called hereunder (including any claims the Preferred Holders may have against the Company related thereto)

and such Preferred Shares shall be deemed cancelled and no longer issued and outstanding.

(a)

Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may

designate by notice to each holder of Securities), a register for the Preferred Shares in which the Company shall record the name and

address of the Person in whose name the Preferred Shares have been issued (including the name and address of each transferee), the aggregate

number of Preferred Shares held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Certificate of

Designations. The Company shall keep the register open and available at all times during business hours for inspection of [BUYER] or

its legal representatives.

(b)

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer

agent (as applicable, the “Transfer Agent”) in a form acceptable to [BUYER] (the “Irrevocable Transfer Agent

Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),

registered in the name of [BUYER] or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time

by [BUYER] to the Company upon conversion of the Preferred Shares. The Company represents and warrants that no instruction other than

the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section

2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise

be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other

Transaction Documents. If [BUYER] effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), the Company

shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable

balance accounts at DTC in such name and in such denominations as specified by [BUYER] to effect such sale, transfer or assignment. In

the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred pursuant to an effective registration

statement or in compliance with Rule 144, the transfer agent shall issue such shares to [BUYER], assignee or transferee (as the case

may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations

hereunder will cause irreparable harm to [BUYER]. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations

under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions

of this Section 5(b), that [BUYER] shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining

any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other

security being required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent

Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement). Any fees

(with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal

of any legends on any of the Securities shall be borne by the Company.

(c)

Legends. [BUYER] understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant

to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below,

the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially

the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER

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

HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 TO

THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID

ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d)

Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above

or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities is

effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate

of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that [BUYER] provides

the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall

not include an opinion of [BUYER]’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule

144), provided that [BUYER] provides the Company with an opinion of counsel to [BUYER], in a generally acceptable form, to the effect

that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933

Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial

interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later

than one (1) Trading Day (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the

settlement of a trade initiated on the date [BUYER] delivers such legended certificate representing such Securities to the Company) following

the delivery by [BUYER] to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such

Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or

transfer, if applicable), together with any other deliveries from [BUYER] as may be required above in this Section 5(d), as directed

by [BUYER], either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer

Program (“FAST”) and such Securities are Conversion Shares, credit the aggregate number of shares of Common Stock

to which [BUYER] shall be entitled to [BUYER]’s or its designee’s balance account with DTC through its Deposit/Withdrawal

at Custodian system or (B) if the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight

courier) to [BUYER], a certificate representing such Securities that is free from all restrictive and other legends, registered in the

name of [BUYER] or its designee (the date by which such credit is so required to be made to the balance account of [BUYER]’s or

[BUYER]’s designee with DTC or such certificate is required to be delivered to [BUYER] pursuant to the foregoing is referred to

herein as the “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive

legend to [BUYER] or [BUYER]’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall

be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with

respect to any Securities in accordance herewith.

(e)

Failure to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be

delivered) to [BUYER] (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST,

a certificate for the number of Conversion Shares to which [BUYER] is entitled and register such Conversion Shares on the Company’s

share register or, if the Transfer Agent is participating in FAST, to credit the balance account of [BUYER] or [BUYER]’s designee

with DTC for such number of Conversion Shares submitted for legend removal by [BUYER] pursuant to Section 5(d) above or (II) if the Registration

Statement covering the resale of the Conversion Shares submitted for legend removal by [BUYER] pursuant to Section 5(d) above (the “Unavailable

Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later

than as required pursuant to the Registration Rights Agreement (x) so notify [BUYER] and (y) deliver the Conversion Shares electronically

without any restrictive legend by crediting such aggregate number of Conversion Shares submitted for legend removal by [BUYER] pursuant

to Section 5(d) above to [BUYER]’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian

system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”

and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies

available to [BUYER], the Company shall pay in cash to [BUYER] on each day after the Share Delivery Date and during such Delivery Failure

an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to [BUYER] on or prior to the

Required Delivery Date and to which [BUYER] is entitled, and (B) any trading price of the Common Stock selected by [BUYER] in writing

as in effect at any time during the period beginning on the date of the delivery by [BUYER] to the Company of the applicable Conversion

Shares and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either

(I) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver a certificate to [BUYER] and register

such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance

account of [BUYER] or [BUYER]’s designee with DTC for the number of shares of Common Stock to which [BUYER] submitted for legend

removal by [BUYER] pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day [BUYER]

acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by [BUYER]

of shares of Common Stock submitted for legend removal by [BUYER] pursuant to Section 5(d) above that [BUYER] is entitled to receive

from the Company (a “Buy-In”), then the Company shall, within one (1) Trading Day after [BUYER]’s request and

in [BUYER]’s discretion, either (i) pay cash to [BUYER] in an amount equal to [BUYER]’s total purchase price (including brokerage

commissions, stock loan costs, and other out-of-pocket expenses, if any, for the shares of Common Stock so acquired) (including, without

limitation, by any other Person in respect, or on behalf, of [BUYER]) (the “Buy-In Price”), at which point the Company’s

obligation to so deliver such certificate or credit [BUYER]’s balance account shall terminate and such shares shall be cancelled,

or (ii) promptly honor its obligation to so deliver to [BUYER] a certificate or certificates or credit the balance account of [BUYER]

or [BUYER]’s designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company

timely complied with its obligations hereunder and pay cash to [BUYER] in an amount equal to the excess (if any) of the Buy-In Price

over the product of (A) such number of shares of Conversion Shares that the Company was required to deliver to [BUYER] by the Required

Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Certificate of Designations) of the Common Stock on

any Trading Day during the period commencing on the date of the delivery by [BUYER] to the Company of the applicable Conversion Shares

and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit [BUYER]’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 shares of Common Stock (or to electronically

deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with

respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to [BUYER] to the extent the Company has

already paid such amounts in full to [BUYER] with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to

the analogous sections of the Certificate of Designations with respect to the Preferred Shares then held by [BUYER].

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a)

The obligation of the Company hereunder to issue and sell the Preferred Shares to [BUYER] at the Closing is subject to the satisfaction,

at or before the Closing Date, of each of the following conditions, 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 by providing [BUYER] with prior written notice thereof:

(i)

[BUYER] shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii)

[BUYER] shall have delivered to the Company an assignment of the CERO Notes in form and substance satisfactory to the Company as payment

of the Purchase Price for the Preferred Shares being purchased by [BUYER] at the Closing.

(iii)

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

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

shall be true and correct as of such specific date), and [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 [BUYER] at or

prior to the Closing Date.

CONDITIONS TO [BUYER]’S OBLIGATION TO PURCHASE.

(a)

The obligation of [BUYER] hereunder to purchase the Preferred Shares at the Closing is subject to the satisfaction, at or before the

Closing Date, of each of the following conditions, provided that these conditions are for [BUYER]’s sole benefit and may be waived

by [BUYER] at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)

The Company shall have duly executed and delivered to [BUYER] each of the Transaction Documents to which it is a party and the Company

shall have duly executed and delivered to [BUYER] a stock certificate (or evidence of book entry, as applicable) of the Company for the

Preferred Shares being purchased by [BUYER] at the Closing pursuant to this Agreement.

(ii)

[BUYER] shall have received the opinion of Meister Seelig & Schuster PLLC, the Company’s counsel, dated as of the Closing Date,

in the form acceptable to [BUYER].

(iii)

The Company shall have delivered to [BUYER] a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to [BUYER],

which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(iv)

The Company shall have delivered to [BUYER] a certificate evidencing the formation and good standing of the Company in the State of Delaware

issued by the Delaware Secretary of State as of a date within ten (10) days of the Closing Date.

(v)

The Company shall have delivered to [BUYER] a certificate evidencing the Company’s qualification as a foreign corporation and good

standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required

to so qualify, as of a date within ten (10) days of the Closing Date.

(vi)

The Company shall have delivered to [BUYER] a certified copy of the Certificate of Incorporation and the Certificate of Designations

as certified by the Delaware Secretary of State within ten (10) days of the Closing Date.

(vii)

The Company shall have delivered to [BUYER] a certificate, in the form acceptable to [BUYER], executed by the Secretary of the Company

and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors

in a form reasonably acceptable to [BUYER], (ii) the Certificate of Incorporation of the Company, and (iii) the Bylaws of the Company,

each as in effect at the Closing.

(viii)

Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date

as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true

and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. [BUYER]

shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the

foregoing effect and as to such other matters as may be reasonably requested by [BUYER] in the form acceptable to [BUYER].

(ix)

The Company shall have delivered to [BUYER] a letter from the Company’s transfer agent certifying the number of shares of Common

Stock outstanding on the Closing Date immediately prior to the Closing.

(x)

The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been

suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the

SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or

(II) by falling below the minimum maintenance requirements of the Principal Market.

(xi)

The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of

the Securities, including without limitation, those required by the Principal Market, if any.

(xii)

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

by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated

by the Transaction Documents.

(xiii)

Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result

in a Material Adverse Effect.

(xiv)

[reserved].

(xv)

[reserved].

(xvi)

The Company and its Subsidiaries shall have delivered to [BUYER] such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as [BUYER] or its counsel may reasonably request.

TERMINATION.

the event that the Closing shall not have occurred within five (5) days of the date hereof, then [BUYER] shall have the right to terminate

its obligations under this Agreement at any time on or after the close of business on such date without liability of [BUYER] to any other

party; provided, however, the right to terminate this Agreement under this Section 8 shall not be available to [BUYER] if the failure

of the transactions contemplated by this Agreement to have been consummated by such date is the result of [BUYER]’s breach of this

Agreement. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of

the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific

performance by any other party of its obligations under this Agreement or the other Transaction Documents.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of

this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any provision of law or rule

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

than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of

the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

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

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof to such party at the address for such 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 manner permitted by law. Nothing contained herein shall be deemed or operate to preclude [BUYER] from bringing

suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to [BUYER]

or to enforce a judgment or other court ruling in favor of [BUYER]. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO,

AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION

WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b)

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event

that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an

executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such

signature is executed) with the same force and effect as if such signature page were an original thereof.

(c)

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

of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words

of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

(d)

Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid

or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall

be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues

to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature,

invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal

obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties

will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),

the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything

to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required

or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries

(as the case may be), or payable to or received by [BUYER], under the Transaction Documents (including without limitation, any amounts

that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly,

if any obligation to pay, payment made to [BUYER] pursuant the Transaction Documents is finally judicially determined to be contrary

to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of [BUYER],

the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount

or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the

extent necessary, by reducing or refunding, at the option of [BUYER], the amount of interest or any other amounts which would constitute

unlawful amounts required to be paid or actually paid to [BUYER] under the Transaction Documents. For greater certainty, to the extent

that any interest, charges, fees, expenses or other amounts required to be paid to or received by [BUYER] under any of the Transaction

Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative

of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e)

Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and

thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between [BUYER], the Company,

its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by [BUYER] with

respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction

Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire

understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this

Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements [BUYER] has entered into

with, or any instruments [BUYER] has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any

prior investment made by [BUYER] in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or

any of its Subsidiaries, or any rights of or benefits to [BUYER] or any other Person, in any agreement entered into prior to the date

hereof between or among the Company and/or any of its Subsidiaries and [BUYER], or any instruments [BUYER] received from the Company

and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect.

Except as specifically set forth herein or therein, neither the Company nor [BUYER] makes any representation, warranty, covenant or undertaking

with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may

be amended other than by an instrument in writing signed by the Company and [BUYER]. No waiver shall be effective unless it is in writing

and signed by an authorized representative of the waiving party. No consideration (other than reimbursement of legal fees) shall be offered

or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the

same consideration also is offered to all of the parties to the Transaction Documents, all holders of the Preferred Shares. The Company

has not, directly or indirectly, made any agreements with [BUYER]s relating to the terms or conditions of the transactions contemplated

by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that,

except as set forth in this Agreement, [BUYER] has not made any commitment or promise or has any other obligation to provide any financing

to the Company, any Subsidiary or otherwise. As a material inducement for [BUYER] to enter into this Agreement, the Company expressly

acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by [BUYER], any of its advisors or any

of its representatives shall affect [BUYER]’s right to rely on, or shall modify or qualify in any manner or be an exception to

any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and (y) unless

a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the

SEC Documents,” nothing contained in any of the SEC Documents shall affect [BUYER]’s right to rely on, or shall modify or

qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or

any other Transaction Document.

(f)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement

must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent

by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the

sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not

be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery

specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications

shall be:

to the Company:

SRx

Global Inc.

801

US Highway 1

North

Palm Beach, Florida 33408

Telephone:

(813) 599-7956

Attention:

Chief Financial Officer

Email:

nmartinez@srxglobalinc.com

With

a copy (for informational purposes only) to:

Meister

Seelig & Schuster PLLC

125

Park Avenue, 7th Floor

New

York, NY 10017

Telephone:

(212) 655-3500

Attention:

Louis Lombardo, Esq.

E-Mail:

LL@mss-pllc.com

to the Transfer Agent:

Equity

Stock Transfer LLC

237

W. 37th Street, Suite 602

New

York, NY 10018

Telephone:

(212) 575-5757

Attention:

Nora Marckwordt

E-Mail:

nora@equitystock.com

to [BUYER], to:

[__]

to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified

by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt

(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the

sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be

rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i),

(ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns, including any purchasers of any of the Preferred Shares. The Company shall not assign this Agreement or any rights or obligations

hereunder without the prior written consent of [BUYER], including, without limitation, by way of a Fundamental Transaction (as defined

in the Certificate of Designations) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions

set forth in the Certificate of Designations). [BUYER] may assign some or all of its rights hereunder in connection with any transfer

of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be [BUYER] hereunder with

respect to such assigned rights.

(h)

No 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, other than the

Indemnitees referred to in Section 9(k).

(i)

Survival. The representations, warranties, agreements and covenants shall survive the Closing.

(j)

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 any 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.

(k)

[reserved].

(l)

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. No specific representation or warranty shall limit the

generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common

Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock

dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the

date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein

shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement

to borrow, identification of the availability of, and/or securing of, securities of the Company in order for [BUYER] (or its broker or

other financial representative) to effect short sales or similar transactions in the future.

(m)

Remedies. [BUYER] and in the event of assignment by [BUYER] of its rights and obligations hereunder, each holder of Securities,

shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted

at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any

right s under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other

security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by

law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all

of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate

relief to [BUYER]. The Company therefore agrees that [BUYER] shall be entitled to specific performance and/or temporary, preliminary

and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of

proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction

Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents,

at law or in equity (including a decree of specific performance and/or other injunctive relief).

(n)

Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction

Documents, whenever [BUYER] exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary

does not timely perform its related obligations within the periods therein provided, then [BUYER] may rescind or withdraw, in its sole

discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand

or election in whole or in part without prejudice to its future actions and rights.

(o)

Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to [BUYER] hereunder or pursuant to any

of the other Transaction Documents or [BUYER] enforces or exercises its rights hereunder or thereunder, and such payment or payments

or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,

set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver

or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable

cause of action), then 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.

Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall

be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount

in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount

of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street

Journal on the relevant date of calculation.

(p)

Judgment Currency.

(i)

If for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction

Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter

in this Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the

conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(1)

the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(2)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of

which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion

Date”).

(ii)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment

Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Agreement or any other Transaction Document.

[signature

pages follow]

WITNESS WHEREOF, the Company and [BUYER] have caused their respective signature page to this Agreement to be duly executed as of

the date first written above.

COMPANY:

SRX GLOBAL INC.

By:

Name:

Carolina

Martinez

Title:

Chief

Financial Officer

WITNESS WHEREOF, the Company and [BUYER] have caused their respective signature page to this Agreement to be duly executed as of

the date first written above.

[BUYER]

By:

Name:

Title:

Exhibit

CERO

Notes

Convertible

Grid Promissory Note dated February 9, 2026 issued by CERO in favor of [BUYER] in the original principal amount of $937,500.00.

Convertible

Grid Promissory Note dated March 6, 2026 issued by CERO in favor of [BUYER] in the original principal amount of $937,500.00

Convertible

Grid Promissory Note dated April 8, 2026 issued by CERO in favor of [BUYER] in the original principal amount of $437,500.00

Convertible

Grid Promissory Note dated April 27, 2026 issued by CERO in favor of [BUYER] in the original principal amount of $500,000.00

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

This

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August __, 2026, is by and among SRX Global Inc.,

a Delaware corporation with offices located at 801 US Highway 1, North Palm Beach, Florida 33408 (the “Company”),

and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August __, 2026 (the “Securities

Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,

to issue and sell to each Buyer Preferred Shares (as defined in the Securities Purchase Agreement) which will be convertible into Conversion

Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Certificate of Designations (as defined

in the Securities Purchase Agreement).

To induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide

certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor

statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

Definitions.

Capitalized

terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.

As used in this Agreement, the following terms shall have the following meanings:

(a)

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New

York are authorized or required by law to remain closed; provided, however, for clarification,

commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the

direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(b)

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

(c)

“Effectiveness Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant

to Section 2(a), the earlier of the (A) 60th calendar day (or the 120th calendar day if subject to a full review by the SEC)

after the Initial Closing Date and (B) 2nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier)

by the SEC that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any

additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A)

60th calendar day (or the 120th calendar day if subject to a full review by the SEC) following the date on which the Company

was required to file such additional Registration Statement and (B) 2nd Business Day after the date the Company is notified

(orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject

to further review.

(d)

“Filing Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section

2(a), the 45th calendar day after the Initial Closing Date and (ii) with respect to any additional Registration Statements

that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional

Registration Statement pursuant to the terms of this Agreement.

(e)

“Initial Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

(f)

“Investor” means a Buyer or any transferee or assignee of any Registrable Securities or Preferred Shares, as applicable,

to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance

with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities or Preferred Shares,

as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance

with Section 9.

(g)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization or a government or any department or agency thereof.

(h)

“register,” “registered,” and “registration” refer to a registration effected

by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration

of effectiveness of such Registration Statement(s) by the SEC.

(i)

“Registrable Securities” means (i) the Conversion Shares, and (ii) any capital stock of the Company issued or issuable

with respect to the Conversion Shares or the Preferred Shares, including, without limitation, (1) as a result of any stock split, stock

dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares

of Common Stock (as defined in the Certificate of Designations) are converted or exchanged and shares of capital stock of a Successor

Entity (as defined in the Certificate of Designations) into which the shares of Common Stock are converted or exchanged, in each case,

without regard to any limitations on conversion of the Preferred Shares.

(j)

“Registration Statement” means a registration statement or registration statements of the Company filed under the

1933 Act covering Registrable Securities.

(k)

“Required Holders” shall have the meaning as set forth in the Securities Purchase Agreement.

(l)

“Required Registration Amount” means, as of any time of determination, the sum of 200% of the maximum number of Conversion

Shares issuable upon conversion of the Preferred Shares, (y) the Preferred Shares are convertible at the Alternate Conversion Price (as

defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as

of such date of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred

Shares set forth in the Certificate of Designations), all subject to adjustment as provided in Section 2(d) and/or Section 2(f).

(m)

“Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company

to the public without registration.

(n)

“Rule 415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(o)

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

Registration.

(a)

Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,

file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided that

such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration

Amount as of the date such Registration Statement is initially filed with the SEC; provided further that if Form S-3 is unavailable for

such a registration, the Company shall use such other form as is required by Section 2(c). Such initial Registration Statement, and each

other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed

by the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially

the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have such initial Registration Statement,

and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as

soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

(b)

[reserved].

(c)

Ineligibility to Use Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities

hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably

acceptable to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as soon as such

form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such

time as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective by the

SEC and the prospectus contained therein is available for use.

(d)

Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient

to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion

of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file

with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the

Required Registration Amount as of the Trading Day (as defined in the Certificate of Designations) immediately preceding the date of

the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen

(15) days after the necessity therefor arises (but taking account of any Staff (as defined below) position with respect to the date on

which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be)

to be filed with the SEC). The Company shall use its reasonable best efforts to cause such amendment to such Registration Statement and/or

such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the

SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing

provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable

Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement

is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation

set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or redemption of

the Preferred Shares (and such calculation shall assume (A) that the Preferred Shares are then convertible in full into shares of Common

Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designations), and (B) the Preferred Shares remain outstanding

and no redemptions of the Preferred Shares occurs).

(e)

Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement

covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section

2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline

for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration

Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company

shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective

by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”) (it

being understood that if on the Business Day immediately following the Effective Date for such Registration Statement the Company shall

not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section

3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this

clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined

below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included

on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such Registration Statement

(including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information

as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list)

the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or any other limitations imposed

by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order) or the

prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if a Registration

Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, and either (x)

the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy

the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i)

or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current

Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction

under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason

of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive

of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each

holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2%) of such Investor’s

Purchase Price (as defined in the Securities Purchase Agreement) on the Initial Closing Date (1) on the date of such Filing Failure,

Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary

of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured;

(III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier

of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required

pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable

Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.”

Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or

failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is

cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third

(3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner

in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated

for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other

than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common

Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold

by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current

public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(f)

Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration

Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize

any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on

behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective

and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the

Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,”

then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as

the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company

shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities

otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors

are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares

held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis

by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided,

that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion

among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking

to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter”

in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter

in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered

on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts

such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other

than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to

this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such

Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by

Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall

following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this

Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor

have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable

Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144

(taking account of any Staff position with respect to “affiliate” status) and without the need for current public information

required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such

Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not

theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this

sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit

the resale thereof by such Investor as contemplated above).

(g)

Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement,

if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is

not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement

relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on

Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely

in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock

option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and,

if within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company

shall include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests

to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section

2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without

the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective

Registration Statement.

(h)

Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and

any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number

of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities

or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s

Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion

of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the

case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to

hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based

on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

(i)

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any

Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the Applicable Date

(as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to

any of its security holders, except as otherwise permitted under the Securities Purchase Agreement.

Related Obligations.

The

Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended

method of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:

(a)

The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but

in no event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement to become

effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace

Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant

to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at

all times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to be

covered by such Registration Statement (disregarding any reduction pursuant to Section 2(f)) without restriction pursuant to Rule 144

(including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or

Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such

Registration Statement (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement,

the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,

all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used

in connection with such Registration Statement (1) shall not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances

in which they were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings

to the extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within

one (1) Business Day after the later of the date that the Company learns that no review of a particular Registration Statement will be

made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be). The Company

shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later

than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration

Statement to be declared effective.

(b)

Subject to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,

post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration

Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such

Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such period,

comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be

covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance

with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided, however,

by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance

with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable Registration

Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration

Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by

reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act of

1934, as amended (the “1934 Act”), the Company shall, if permitted under the applicable rules and regulations of the

SEC, have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements

with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement

such Registration Statement.

(c)

[reserved].

(d)

The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without

charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)

and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference,

if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement,

ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number

of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies

of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition

of the Registrable Securities owned by such Investor.

(e)

The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification

applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue

sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,

without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain

the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations

and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable

to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection

therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify

but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service

of process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt

by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities

for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice

of the initiation or threatening of any proceeding for such purpose.

(f)

The Company shall notify each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such

event, as a result of which the prospectus included in a Registration Statement, as then in effect, may include an untrue statement of

a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material,

non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement

or amendment to such Registration Statement and such prospectus contained therein to correct such untrue statement or omission and deliver

ten (10) copies of such supplement or amendment to each Investor (or such other number of copies as such Investor may reasonably request).

The Company shall also promptly notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective

amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness

shall be delivered to each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives

written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request

by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s

reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of

any request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration

Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any

comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed that

the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days after the receipt

thereof).

(g)

The Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness

of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of

an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension

is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify each Investor who holds

Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or

threat of any proceeding for such purpose.

(h)

If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the

date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably

request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is

customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors,

and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form,

scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(i)

If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection

by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor

(collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and

properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector,

and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;

provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such

Investor) or use of any Record or other information which the Company’s board of directors determines in good faith to be confidential,

and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct

a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release of such Records

is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the

information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or

any other Transaction Document (as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that

disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt

notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a

protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company

and such Investor, if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is

otherwise consistent with applicable laws and regulations.

(j)

The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless

(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information

is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in

such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other

final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally

available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees

that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body

of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k)

Without limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its reasonable best efforts

either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange

on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities

is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities covered

by each Registration Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company’s

reasonable best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses

(i) or (ii), without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market

makers to register with the Financial Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable

Securities. In addition, the Company shall cooperate with each Investor and any broker or dealer through which any such Investor proposes

to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company

shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(k).

(l)

The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate

the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be

offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be)

as the Investors may reasonably request from time to time and registered in such names as the Investors may request.

(m)

If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section

3(r) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests

to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with

respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of

the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement

or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor

holding any Registrable Securities.

(n)

The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(o)

The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the

close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of

Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter

next following the applicable Effective Date of each Registration Statement.

(p)

The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection

with any registration hereunder.

(q)

Within one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the

Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration

Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

(r)

Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective

Date of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the

Company or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors of

the Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace

Period”), provided that the Company shall promptly notify the Investors in writing of the (i) existence of material, non-public

information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such material,

non-public information to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace

Period ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five

(365) day period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period must

be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist during the sixty (60)

Trading Day period immediately following the Effective Date of such Registration Statement (provided that such sixty (60) Trading Day

period shall be extended by the number of Trading Days during such period and any extension thereof contemplated by this proviso during

which such Registration Statement is not effective or the prospectus contained therein is not available for use) (each, an “Allowable

Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include

the date the Investors receive the notice referred to in clause (i) above and shall end on and include the later of the date the Investors

receive the notice referred to in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall

not be applicable during the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be bound

by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information

is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer

agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase

Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale,

and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such

Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.

(s)

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable

Securities pursuant to each Registration Statement.

(t)

Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or

filing with the SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve

the Company of any obligations it has under this Agreement or any other Transaction Document; provided, however, that the foregoing shall

not prohibit the Company from including the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit

B in the Registration Statement.

(u)

Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,

on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing

the rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.

Obligations of the Investors.

(a)

At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each

Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall

be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the

Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the

Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably

required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents

in connection with such registration as the Company may reasonably request.

(b)

Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably

requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor

has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities

from such Registration Statement.

(c)

Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section

3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant

to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented

or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment

is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended

shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection

with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s

receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section

3(f) and for which such Investor has not yet settled.

Expenses of Registration.

All

reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications

pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting

fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company.

Indemnification.

(a)

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each

of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with

a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person,

if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders,

members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified

Person”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges,

costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts

paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or

defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,

administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or

may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or

actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement

or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made

in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in

which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material

fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue

statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement,

or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with

the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light

of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the

Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation

thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of

this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject

to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable,

for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding

anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim

by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished

in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation

of such Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the

Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected

without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain

in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer

of any of the Registrable Securities by any of the Investors pursuant to Section 9.

(b)

In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly

indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of

its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the

meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to

which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise

out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon

and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration

Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party

any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim;

provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in

Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent

of such Investor, which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under

this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result

of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and

effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable

Securities by any of the Investors pursuant to Section 9.

(c)

Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement

of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified

Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under

this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have

the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly

noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person

or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall

have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the

indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume

the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case

may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include

both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such

Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same

counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified

Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel

at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such

counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party

shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person

or Indemnified Party (as the case may be)). The Indemnified Party or Indemnified Person (as the case may be) shall reasonably cooperate

with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall

furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person (as the case may

be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case

may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying

party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,

the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior

written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any

settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such

Indemnified Party or Indemnified Person (as the case may be) of a release from all liability in respect to such Claim or litigation,

and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided

for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may

be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure

to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve

such indemnifying party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except

to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d)

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred.

(e)

The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified

Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject

to pursuant to the law.

Contribution.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;

provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification

under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which

Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall

be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation;

and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such

seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions

of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net

proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount

of any damages that such Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason

of such untrue or alleged untrue statement or omission or alleged omission.

Reports Under the 1934 Act.

With

a view to making available to the Investors the benefits of Rule 144, the Company agrees to:

(a)

make and keep public information available, as those terms are understood and defined in Rule 144;

(b)

file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long

as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of

the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable

provisions of Rule 144; and

(c)

furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the

Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934

Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company

with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to

permit the Investors to sell such securities pursuant to Rule 144 without registration.

Assignment of Registration Rights.

All

or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as

the case may be) of all or any portion of such Investor’s Registrable Securities or Preferred Shares if: (i) such Investor agrees

in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement

is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within

a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of

such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred

or assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition

of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities

laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence

such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein;

(v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Securities

Purchase Agreement and the Certificate of Designations; and (vi) such transfer or assignment (as the case may be) shall have been conducted

in accordance with all applicable federal and state securities laws.

10.

Amendment of Registration Rights.

Provisions

of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively

or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver

that complies with the foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any Investor

relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected

Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided

that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities

or (2) imposes any obligation or liability on any Investor without such Investor’s prior written consent (which may be granted

or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification

of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all

of the parties to this Agreement.

11.

Miscellaneous.

(a)

Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed

to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more

Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received

from such record owner of such Registrable Securities.

(b)

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party

does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to

such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each

case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

to the Company:

SRX

Global Inc..

801

US Highway 1

North

Palm Beach, Florida 33408

Telephone:

(813) 599-7956

Attention:

Chief Financial Officer

Email:

nmartinez@srxglobalinc.com

With

a copy (for informational purposes only) to:

Meister

Seelig & Schuster PLLC

125

Park Avenue, 7th Floor

New

York, New York 10017

Telephone:

(212) 655-3500

Facsimile:

(212) 655-3535

Attention:

Louis Lombardo, Esq.

Email:

LL@msf-law.com

to the Transfer Agent:

Equity

Stock Transfer LLC

237

West 37th Street, Suite 602

New

York, New York 10018

Telephone:

(212) 575-5757

Facsimile:

(347) 584-3644

Attention:

Nora Marckwordt

Email:

nora@equitystock.com

to a Buyer, to its mailing address and/or email address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement,

with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other mailing address and/or email

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,

waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and

recipient’s e-mail or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service,

receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,

respectively.

(c)

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right

or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur

in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise

breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches

of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the

necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy

to which any party may be entitled by law or equity.

(d)

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal

laws of the State of New York, without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdictions)

that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits

to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

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

is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE

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

THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)

If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent

jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest

extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity

of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,

the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the

provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical

realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations

to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible

to that of the prohibited, invalid or unenforceable provision(s).

(f)

This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced

herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof

and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.

This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced

herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter

hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed

to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries prior to the date

hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend in any respect any

obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person in any agreement

entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and all such agreements

shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.

(g)

Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted

successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced

by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections

6 and 7 hereof.

(h)

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless

the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and

plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall

be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”

“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(i)

This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which shall

be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to

the other party. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable document

format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(j)

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 any 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.

(k)

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. Notwithstanding anything to the contrary set forth in Section 10, terms used

in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Initial Closing

Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.

(l)

All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise

specified in this Agreement, by the Required Holders, determined as if all of the outstanding Preferred Shares then held by the Investors

have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the

Preferred.

(m)

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.

(n)

The obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations

of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under

this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken

by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors

do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that

the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated

by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group,

and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement

or any of the other the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,

without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary

for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect

to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Investor,

and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly

understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and

an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.

[signature

page follows]

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to

be duly executed as of the date first written above.

COMPANY:

SRX

GLOBAL INC.

By:

Name:

Carolina

Martinez

Title:

Chief

Financial Officer

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to

be duly executed as of the date first written above.

BUYERS:

[BUYER]

By:

Name:

Title:

EXHIBIT

FORM

OF NOTICE OF EFFECTIVENESS

REGISTRATION STATEMENT

______________________

Attention:

_____________

Re: SRX

Global Inc.

Ladies

and Gentlemen:

[We

are][I am] counsel to SRX Global Inc., a Delaware corporation (the “Company”), and have represented the Company in

connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and

among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued

to the Holders series C convertible preferred stock (the “Preferred Shares”) convertible into the Company’s

shares of common stock, $0.001 par value per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement,

the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”)

pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights

Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares, under the Securities Act of 1933,

as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement,

on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1][S-3] (File No. 333-_____________) (the “Registration

Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities

which names each of the Holders as a selling stockholder thereunder.

connection with the foregoing, [we][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that [the

SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER

DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]

on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at www.sec.gov] and [we][I] have no knowledge, after a review

of information posted on the website of the SEC at http://www.sec.gov/litigation/stoporders.shtml, that any stop order suspending its

effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable

Securities are available for resale under the 1933 Act pursuant to the Registration Statement.

This

letter shall serve as our standing opinion to you that the shares of Common Stock underlying the Preferred Shares are freely transferable

by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free

issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent

Instructions dated _________ __, 20__.

Very

truly yours,

[ISSUER’S

COUNSEL]

By:

CC:

[OTHER

BUYERS]

EXHIBIT

SELLING

STOCKHOLDERS

The

shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the

preferred shares. For additional information regarding the issuance of the preferred shares, see “Private Placement of Preferred

Shares” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for

resale from time to time. Except for the ownership of the preferred shares issued pursuant to the Securities Purchase Agreement, the

selling stockholders have not had any material relationship with us within the past three years.

The

table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d)

of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each

of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders,

based on their respective ownership of shares of common stock and preferred shares, as of ________, 20__, assuming conversion of the

preferred shares held by each such selling stockholder on that date but taking account of any limitations on conversion set forth therein.

The

third column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take in account

any limitations on conversion of the preferred shares set forth in the certificate of designations.

accordance with the terms of a registration rights agreement with the holders of the preferred shares, this prospectus generally covers

the resale of the sum of 200% of the maximum number of shares of common stock issued or issuable pursuant to the certificate of designations

(assuming that all additional preferred shares issuable pursuant to the terms of the Securities Purchase Agreement have been issued in

accordance with the terms thereof immediately prior to such time of determination), determined as if the preferred shares were converted

in full (without regard to any limitations on conversion contained therein solely for the purpose of such calculation) at an alternate

conversion price calculated as of the trading day immediately preceding the date this registration statement was initially filed with

the SEC. Because the alternate conversion price of the preferred shares may be adjusted, the number of shares that will actually be issued

may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares

offered by the selling stockholders pursuant to this prospectus.

Under

the terms of the certificate of designations, a selling stockholder may not convert the preferred shares to the extent (but only to the

extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed

4.99% of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The selling stockholders

may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Stockholder

Number

of Shares of Common Stock Owned Prior to Offering

Maximum

Number of Shares of Common Stock to be Sold Pursuant to this Prospectus

Number

of Shares of Common Stock of Owned After Offering

[OTHER

BUYERS]

(1) [

]

PLAN

OF DISTRIBUTION

are registering the shares of common stock issuable upon conversion of the preferred shares to permit the resale of these shares of common

stock by the holders of the preferred shares from time to time after the date of this prospectus. We will not receive any of the proceeds

from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation

to register the shares of common stock.

The

selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly

or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,

the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common

stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices

determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block

transactions, pursuant to one or more of the following methods:

● on

any national securities exchange or quotation service on which the securities may be listed

or quoted at the time of sale;

● in

the over-the-counter market;

● in

transactions otherwise than on these exchanges or systems or in the over-the-counter market;

● through

the writing or settlement of options, whether such options are listed on an options exchange

or otherwise;

● ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block

trades in which the broker-dealer will attempt to sell the shares as agent but may position

and resell a portion of the block as principal to facilitate the transaction;

● purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

● an

exchange distribution in accordance with the rules of the applicable exchange;

● privately

negotiated transactions;

● short

sales made after the date the Registration Statement is declared effective by the SEC;

● broker-dealers

may agree with a selling security holder to sell a specified number of such shares at a stipulated

price per share;

● a

combination of any such methods of sale; and

● any

other method permitted pursuant to applicable law.

The

selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if

available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other

means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or

through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,

concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may

act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers

or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common

stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short

sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares

of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed

shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers

that in turn may sell such shares.

The

selling stockholders may pledge or grant a security interest in some or all of the preferred shares or shares of common stock owned by

them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares

of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable

provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other

successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares

of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling

beneficial owners for purposes of this prospectus.

the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating

in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities

Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions

or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement,

if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of

the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation

from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under

the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers

or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified

for sale in such state or an exemption from registration or qualification is available and is complied with.

There

can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration

statement, of which this prospectus forms a part.

The

selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,

Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling

stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged

in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All

of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making

activities with respect to the shares of common stock.

will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be

$[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities

or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,

if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance

with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling

stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished

to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements

or we may be entitled to contribution.

Once

sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the

hands of persons other than our affiliates.

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