Form 8-K

8-K — iPower Inc.

Accession: 0001683168-26-004092

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001830072

SIC: 5200 (RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ipower_8k.htm (Primary)

EX-10.1 — FORM OF SERIES A SENIOR SECURED CONVERTIBLE NOTE (ipower_ex1001.htm)

EX-99.1 — PRESS RELEASE DATED MAY 19, 2026 (ipower_ex9901.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: ipower_8k.htm · Sequence: 1

8-K

false

0001830072

2026-05-19

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

May 19, 2026

iPower Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40391

82-5144171

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8798 9th Street

Rancho Cucamonga, CA 91730

(Address of Principal Executive Offices) (Zip

Code)

(626) 863-7344

(Registrant’s Telephone Number, Including

Area Code)

___________________________

(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 per share

IPW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Additional Optional Closing under Securities

Purchase Agreement

As previously disclosed in our Current Report

on Form 8-K filed on December 23, 2025 (the “Prior Form 8-K”), iPower Inc., a Nevada corporation (the “Company”),

entered into a Securities Purchase Agreement dated December 22, 2025 (the “Purchase Agreement”) with an institutional investor

(the “Investor”) providing for an up to $30,000,000 6% original issue discount senior secured convertible note facility, with

an initial closing of $5,184,024 principal amount of series A senior secured convertible notes (the “Series A Notes”), sold

in reliance on an exemption from registration statement afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and Rule 506(b) of Regulation D of the Securities Act; and $1,815,976 principal amount of series B senior secured convertible

notes, and an additional $2,000,000 of Series A Notes issuable upon the effectiveness of a resale registration statement on Form S-1 registering

the Series A Notes (the “Resale Registration Statement”). The Purchase Agreement further provided for additional purchases

of Series A Notes at the Investor’s discretion (each, an “Additional Optional Closing”).

Following the Investor’s notification to

the Company of its intent to execute an Additional Optional Closing for $3,000,000 in aggregate principal amount of Series A Notes, on

May 19, 2026, the Company and Investor consummated an Additional Optional Closing. At the Additional Optional Closing, the Company received

$2,820,000, excluding fees and expenses, in exchange for issuing a $3,000,000 aggregate principal amount of Series A Notes to the Investor

after satisfaction of all applicable closing conditions, including the effectiveness of the resale registration statement and the absence

of any Event of Default (as such term is defined in the Form of Series A Senior Secured Convertible Note, filed herewith as Exhibit 10.1).

The Series A Note issued at the Additional Optional Closing was issued pursuant to an exemption from registration in accordance with Regulation

D of the Securities Act and has a fixed conversion price of $1.03 (120% of the Nasdaq closing price of IPW common stock on May 18, 2026).

Pursuant to the Purchase Agreement, the consideration

was paid at $940 for each $1,000 of principal amount, and the Company received gross proceeds of approximately $2,820,000 at this closing,

before fees and expenses, including a 6% cash fee payable to Digital Offering, who acted as placement agent in the transaction. Following

board approval, the Company has committed up to $3.0 million of the Company’s investment funds for the purchase of sUSDai, a yield-bearing

digital asset instrument.

Consistent with the Purchase Agreement’s

disclosure covenants, the Company is providing this Current Report on Form 8-K to disclose the completion of this Additional Optional

Closing under the Purchase Agreement.

Item 8.01.

Other Events.

On May 19, 2026, the Company issued a press release

disclosing its entry into the artificial intelligence (“AI”) infrastructure business, including investing in certain digital

asset instruments that it deems are aligned with the Company’s AI infrastructure financing mandate. A copy of the press release

is furnished herewith as Exhibit 99.1.

The information provided in this Item 8.01 (including

Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange

Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Series A Senior Secured Convertible Note

99.1

Press Release dated May 19, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

IPOWER, INC.

Dated: May 19, 2026

By:

/s/ Chenlong Tan

Name:

Chenlong Tan

Title:

Chief Executive Officer

EX-10.1 — FORM OF SERIES A SENIOR SECURED CONVERTIBLE NOTE

EX-10.1

Filename: ipower_ex1001.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B)

AN OPINION OF COUNSEL 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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a)

HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN

THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE

DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), LAWRENCE TAN, A REPRESENTATIVE OF THE COMPANY HEREOF

WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED

IN TREASURY REGULATION §1.1275-3(b)(1)(i). LAWRENCE TAN MAY BE REACHED AT TELEPHONE NUMBER (626) 863-7344.

iPower

Inc.

Series

A Senior Secured Convertible Note

Original Issuance Date: May 19, 2026

Original Principal Amount: U.S. $3,000,000

FOR VALUE RECEIVED,

iPower Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of ATW Digital Asset Opportunities

XIV LLC or its registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as may be

reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether

upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest

(“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth

above as the Original Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the

Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series

A Senior Secured Convertible Note (including all Senior Secured Convertible Notes (collectively, the “Notes”, and such

other Senior Secured Convertible Notes, the “Other Notes”) issued in exchange, transfer or replacement hereof, this

“Note”) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement,

dated as of December 22, 2025 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)

referred to therein, as amended from time to time. Certain capitalized terms used herein are defined in Section 33.

PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding

Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 26(c)) on such Principal and Interest.

Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid

Interest or accrued and unpaid Late Charges on Principal and Interest, if any.

INTEREST; INTEREST RATE.

(a)

Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and the

actual number of calendar days in any such calendar month and shall be payable in arrears for on the first Trading Day of each calendar

month (each, an “Interest Date”) with the first Interest Date being June 30, 2026. Interest shall be payable on each

Interest Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”)

so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the

Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest

Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes

on or prior to the third (3rd) Trading Day immediately prior to the applicable Interest Date (each, an “Interest Notice

Due Date”) (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice

(i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay

Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid

as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity

Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to

pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure,

the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred

as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide

the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid

in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded

to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable

on such Interest Date less any Cash Interest paid and (2) the Alternate Conversion Price in effect on the applicable Interest Date.

(b)

When any Interest Shares are to be paid on an Interest Date, the Company shall (i) (A) provided that the Company’s transfer

agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated

Securities Transfer Program (“FAST”) and the such shares of Common Stock are eligible to be issued without a restricted

legend at such time to the Holder pursuant to applicable securities laws (the “Free Tradability Condition”), credit

such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account

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

Condition is not satisfied, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained by

the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing to

the Company at least one (1) Business Day prior to the applicable Interest Date, a certificate, registered in the name of the Holder or

its designee, for the number of Interest Shares to which the Holder shall be entitled and (ii) with respect to each Interest Date, pay

to the Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Interest.

(c)

Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by

way of inclusion of the Interest in the Conversion Amount (as defined below) on each Conversion Date (as defined below) in accordance

with Section 3(b)(i) or upon any redemption in accordance with Section 13 or any required payment upon any Bankruptcy Event of Default

(as defined below). From and after the occurrence and during the continuance of any Event of Default (as defined below), the Interest

Rate in effect with respect to such determination shall automatically be increased to the Default Rate. In the event that such Event of

Default is subsequently cured (and no other Event of Default then exists, including, without limitation, for the Company’s failure

to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment 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 the Interest as calculated and

unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days

after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid

and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.

(a)

Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder

shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully

paid and non-assessable shares of Common Stock in accordance with Section 3(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 Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion

of any Conversion Amount.

(b)

Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section

3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

(i)

“Conversion Amount” means the sum of (A) the portion of the Principal of this Note to be converted, redeemed

or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal of

this Note, (D) accrued and unpaid Late Charges with respect to such Principal of this Note and Interest, and (E) any other unpaid amounts

pursuant to the Transaction Documents (as defined in the Securities Purchase Agreement), if any.

(ii)

“Conversion Price” means, as of any Conversion Date or other date of determination, $1.03, subject to adjustment

as provided herein (including, without limitation, Section 7(h) below).

(c)

Mechanics of Conversion.

(i)

Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),

the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 6 p.m., New York time, on such date, a

copy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)

to the Company. If required by Section 3(c)(iii), within one (1) Trading Day following a conversion of this Note as aforesaid, the Holder

shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking

with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On the date of receipt of a

Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II,

of confirmation of receipt of such Conversion Notice and a representation as to whether such shares of Common Stock are eligible to be

freely resold without any restricted legend (each, an “Acknowledgement”) to the 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 herein.

On or before the first (1st) Trading Day following the 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 shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”),

the Company shall (1) provided that the Transfer Agent is participating in FAST and the Free Tradability Condition is satisfied, credit

such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion to the 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 Free Tradability Condition is not satisfied, upon the request of the Holder, issue and deliver (via reputable

overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee,

for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If this Note is physically

surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion

of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than one Business Day after

receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section

20(d)) representing the outstanding Principal not converted; provided, that during such period the Holder shall be permitted to convert

such new Note regardless of the date the actual certificate evidencing such new Note is delivered to the Holder (or its designee). The

Person or Persons entitled to receive the shares of Common Stock (the “Conversion Shares”) issuable upon a conversion

of this Note shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date; provided,

that the Holder 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 the Holder

and/or any 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 this Note. Notwithstanding anything to the contrary contained in this Note or the Registration Rights

Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s

receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent

to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Underlying Securities (as

defined in the Securities Purchase Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy

of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the Holder has not

yet settled.

(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 Free Tradability Condition is not satisfied,

to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common Stock to which the Holder is entitled

and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST and

the Free Tradability Condition is satisfied, to credit the balance account of the Holder or the Holder’s designee with DTC for such

number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as the case may be)

or (II) if the Registration Statement covering the resale of the shares of Common Stock 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) so notify the 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 the Holder is entitled pursuant to such conversion to the 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 as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”),

on more than two (2) occasions, then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to

the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount

equal to 1% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery

Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the 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 (2) the 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) any portion of this Note 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 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Deadline

either (A) if the Transfer Agent is not participating in FAST or the Free Tradability Condition is not satisfied, the Company shall fail

to issue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share

register or, if the Transfer Agent is participating in FAST and the Free Tradability Condition is satisfied, the Transfer Agent shall

fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which

the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II)

below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the 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 shares of Common Stock issuable upon

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

either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, 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 the Holder) (the “Buy-In Price”), at which point the Company’s obligation

to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s

conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation

to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account

of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is

entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the 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) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s

right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific

performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of

Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms

hereof.

(iii)

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation

of the names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered

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

the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,

without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered

Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its

receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record

the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as

the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 20, provided

that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within

one (1) Business Day 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 3, following conversion of any portion

of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless

(A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company

following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice

(which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder

and the Company shall maintain records showing the Principal, Interest and Late Charges 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 the Holder

and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to

record such Principal, Interest and Late Charges 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.

(iv)

Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes

for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the

Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount

of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on

such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of

a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company

shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 25.

(d)

Limitations on Conversions.

(i)

Beneficial Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not

have the right to convert any portion of this Note pursuant to the terms and conditions of this Note 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, the 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 the Holder and the other Attribution Parties shall include the number of shares

of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion

of this Note 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 portion of this Note beneficially owned by the 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 or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution

Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this

Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the

number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage,

the 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 the 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 the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent

that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d),

to exceed the Maximum Percentage, the 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 the Holder, the Company shall within one (1)

Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.

In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Note, by the Holder 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 the Holder upon conversion of this

Note results in the 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 the 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 the Holder shall not have

the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the 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 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 the Holder and the other Attribution Parties and not to any other holder of

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

of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the 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 this Note 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 be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 3(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 3(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 waived or amended and shall apply to

a successor holder of this Note.

(ii)

Principal Market Regulation The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise

pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common

Stock which the Company may issue upon conversion of the Notes or otherwise pursuant to the terms of this Note (as the case may be) without

breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued

without violating such rules and regulations, including rules related to the issuance by the Company of 20% or more of the Company’s

outstanding Common Stock at a price below the “Minimum Price” as required under NASDAQ Listing Rule 5635(d), the “Exchange

Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders

as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains

a written opinion from counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the

Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion of any Notes

or otherwise pursuant to the terms of the Notes, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap

as of the Issuance Date multiplied by (ii) the quotient of (1) the original principal amount of Notes issued to such Buyer pursuant to

the Securities Purchase Agreement on the Closing Date (as defined in the Securities Purchase Agreement) divided by (2) the aggregate original

principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to

each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such

Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to

such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the

portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a holder’s Notes, the difference

(if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon

such holder’s conversion in full of such Notes shall be allocated, to the respective Exchange Cap Allocations of the remaining holders

of Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Notes then held by each such holder of Notes.

At any time after the Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), in the event that the Company is

prohibited from issuing shares of Common Stock pursuant to this Section 3(d)(i) (the “Exchange Cap Shares”), the Company

shall pay cash in exchange for the cancellation of such portion of this Note convertible into such Exchange Cap Shares at a price equal

to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest Closing Sale Price of the Common Stock on

any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange

Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(i) and (ii) to the extent of any

Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred

in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

(e)

Right of Alternate Conversion.

(i)

Alternate Optional Conversion. Subject to Section 3(d), at any time, the Holder may, at the Holder’s option, convert

(each, an “Alternate Optional Conversion”, and the date of such Alternate Optional Conversion, each, an “Alternate

Optional Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such

Alternate Optional Conversion, the “Alternate Optional Conversion Amount”) into shares of Common Stock at the applicable

Alternate Conversion Price.

(ii)

Alternate Conversion Upon an Event of Default. Subject to Section 3(d), at any time during any Event of Default Redemption

Right Period (regardless of whether such Event of Default has been cured, or if the Company has delivered an Event of Default Notice to

the Holder or if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that

an Event of Default has occurred), the Holder may, at the Holder’s option, convert (each, an “Alternate Event of Default

Conversion” and together with each Alternate Optional Conversion, each, an “Alternate Conversion”, and the

date of such Alternate Event of Default Conversion, each, an “Alternate Event of Default Conversion Date”, and together

with each Alternate Optional Conversion Date, each, an “Alternate Conversion Date”) all, or any part of, the Conversion

Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Event of Default Conversion

Amount” and together with each Alternate Optional Conversion Amount, each, an “Alternate Conversion Amount”)

into shares of Common Stock at the applicable Alternate Conversion Price.

(iii)

Mechanics of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion

Amount pursuant to Section 3(c) (with “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 Event of Default Conversion, with “Redemption Premium of the Conversion

Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such

Alternate Event of Default Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that

the Holder is electing to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price

Condition, on the applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion

Floor Amount. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers shares

of Common Stock representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted

by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to this Section 3(e). In the event of an Alternate Conversion

pursuant to this Section 3(e) of all, or any portion, of this Note, the 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 the Holder. Accordingly, any redemption premium due under this Section 3(e), 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,

the Holder’s actual loss of its investment opportunity and not as a penalty.

RIGHTS UPON EVENT OF DEFAULT.

(a)

Event of Default. Each of the following events shall constitute an “Event of Default” and each of the

events in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:

(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 ten (10) days after the applicable Effectiveness Deadline (as defined

in the Registration Rights Agreement) (including any applicable grace periods in the Registration Rights Agreement, as applicable);

(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 Underlying Securities

for sale of all of such holder’s Underlying 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 from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for

a period of seven (7) consecutive Trading Days;

(iv)

the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within

five (5) Trading Days after the applicable Conversion Date on more than two occasions, or (B) notice, written or oral, to any holder of

the Notes, 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 conversion of any Notes into shares of Common Stock that is requested in accordance with the

provisions of the Notes, other than pursuant to Section 3(d);

(v)

except to the extent the Company is in compliance with Section 12(b) below, at any time following the tenth (10th) consecutive

day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the sum of the number of shares

of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard

to any limitations on conversion set forth in Section 3(d) or otherwise);

(vi)

the Company’s or the Collateral Subsidiary’s (as defined in the Securities Purchase Agreement) failure to pay to the

Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without limitation,

the Company’s or any Collateral Subsidiary’s failure to pay any redemption payments or amounts hereunder) or any other Transaction

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

hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure

remains uncured for a period of at least five (5) Trading Days;

(vii)

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

of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including

this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable

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

(viii)

the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $1,500,000 of

Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with respect to any

Other Notes;

(ix)

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

by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed

within sixty (60) days of their initiation;

(x)

the commencement by the Company or any Subsidiary 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 or any Subsidiary 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 any Subsidiary 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 or any Subsidiary 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 or any Subsidiary 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 or any Subsidiary 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 or any Subsidiary 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 any

Subsidiary 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 $1,000,000 are rendered against the Company and/or

any of its Subsidiaries 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 or which occurs in the ordinary course of business shall not be included

in calculating the $1,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer

or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered

by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity

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

(xiii)

the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, within any applicable grace

period, any payment with respect to any Indebtedness in excess of $1,000,000 due to any third party (other than, with respect to unsecured

Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) 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 $1,000,000, 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 or any Subsidiary, 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 or any of its Subsidiaries, individually or in the aggregate, and such default or event of default is not cured within 10 days

following such occurrence;

(xiv)

other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation

or warranty, or any covenant or other term or condition set forth in any Transaction Document, except, in the case of a breach of a covenant

or term or condition that is curable, only if such breach remains uncured for a period of four (4) consecutive Trading Days (or following

the applicable cure period set forth in the applicable Transaction Document, if any);

(xv)

a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity

Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;

(xvi)

any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;

(xvii) 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 in the Securities Purchase Agreement) (“Material

Adverse Effect”); provided, however, that none of the following shall be deemed to constitute or shall be taken into account

in determining whether a Material Adverse Effect has occurred, except to the extent such event has a materially disproportionate

adverse impact on the Company relative to other companies in the same industry: changes in general economic or financial market

conditions; changes in the securities, credit, currency, blockchain/digital-asset, or other financial markets; changes or

developments affecting the industry in which the Company operates; changes in law, regulation, GAAP, or the interpretation thereof;

geopolitical events (including acts of war, terrorism, pandemics, natural disasters); any failure to meet internal or external

projections, estimates, or budgets (it being understood that the underlying causes may be considered);

(xviii) any provision of any Transaction Document (including, without limitation, the Security Documents (as defined in the Securities

Purchase Agreement) and the Guaranties (as defined in the Securities Purchase Agreement)) 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 parties thereto, or the validity or

enforceability thereof shall be contested by any party thereto, 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 or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction

Document (including, without limitation, the Security Documents and the Guaranties);

(xix)

any Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted

by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral in favor of the

Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision of any Security Document shall at any time

for any reason cease to be valid and binding on or enforceable against the Company or the validity or enforceability thereof shall be

contested by any party thereto, or a proceeding shall be commenced by the Company or any governmental authority having jurisdiction over

the Company, seeking to establish the invalidity or unenforceability thereof;

(xx)

any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor

dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than twenty (20) consecutive days,

the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such

event or circumstance could have a Material Adverse Effect; or

(xxi)

any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.

(b)

Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or

any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail (the “Email

Notice”), which Email Notice shall be deemed satisfactory so long as the Holder confirms receipt within two Business Days, or

overnight courier (with next day delivery specified) in the event the Holder has not confirmed receipt of the Email Notice within two

Business Days following delivery (an “Event of Default Notice”) to the Holder. At any time after the earlier of the

Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event

of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,

and each such period, an “Event of Default Redemption Right Period”) on the tenth (10th) Trading Day after

the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes

(I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such

Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such

Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such

Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless

of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this

Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of

Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject

to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the greater of (i) the

product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) solely to the extent as of the date

of such Event of Default Redemption Notice either (1) an Event of Default exists under any of clauses (i) to (v) and/or (vii) of Section

4(a) above and/or (2) an Equity Conditions Failure then exists, as applicable, (each, an “Equity Default Event”), the

product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default

Redemption Notice multiplied by (Y) the Closing Sale Price of the Common Stock on the day of the Event of Default Redemption Notice or

if the Event of Default Redemption Notice is issued on a day that is not a Trading Day, then the Trading Day ended immediately prior to

such Event of Default Redemption Notice (the “Event of Default Redemption Price”). Redemptions required by this Section

4(b) shall be made in accordance with the provisions of Section 13. To the extent redemptions required by this Section 4(b) are deemed

or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to

be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event

of Default Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under

this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant

to the terms of this Note. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the 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 the Holder. Accordingly, any redemption premium due

under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss

of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies

by the Holder, and all other rights and remedies of the Holder shall be preserved.

(c)

Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding

any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the

Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and

unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Event of Default Redemption

Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the

Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a

Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including

any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default

Redemption Price or any other Redemption Price, as applicable.

RIGHTS UPON FUNDAMENTAL TRANSACTION.

(a)

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity

assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions

of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior

to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the

Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation,

having a principal amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by

such holder, having similar conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the

Holder and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted

on or listed for trading on an Eligible Market. 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 Note 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 Note and the other Transaction Documents with

the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the

Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note 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 6 and 17, which shall continue to be receivable thereafter)) issuable

upon the conversion or redemption of the Notes 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 the Holder would have been entitled to receive upon

the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without

regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding

the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 5(a) to permit

the Fundamental Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to

successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

(b)

Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading

Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement

of such Change of Control, the Company shall deliver written notice thereof via electronic mail, if the Holder confirms receipt within

two Business Days, otherwise written notice shall be sent by overnight courier to the Holder (a “Change of Control Notice”).

At any time during the period beginning after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of

a Change of Control if a Change of Control Notice is not delivered to the 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, the Holder may require

the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”)

to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion

of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greatest

of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, and, only when

Equity Conditions are not satisfied, (ii) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined

by dividing (I) the Closing Price of the shares of Common Stock on the day the Holder delivers the Change of Control Redemption Notice

(or the Trading Day ended immediately prior to the time the Change of Control Redemption Notice is delivered on a non-Trading Day) by

(II) the Conversion Price then in effect and (iii) only when Equity Conditions are not satisfied, the product of (A) the Conversion Amount

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 the 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 (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in

accordance with the provisions of Section 13 and shall have priority to payments to stockholders in connection with such Change of Control.

To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments

of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in

this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is

paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted,

in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of the Company’s redemption of any portion

of this Note under this Section 5(b), the 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

the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable

estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a)

Purchase Rights. In addition to any adjustments pursuant to Sections 7 or 17 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 the Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any

limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note 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 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, that to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Purchase Right to the 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 the 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 the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the 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 the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option

(i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would

have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation

of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) 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 the Holder would have been entitled to

receive had this Note 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. Provision made pursuant to the preceding sentence

shall be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive

Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.

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 7(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, solely to the extent that the Conversion Price then in effect is greater than 115% of the New Issuance Price,

the Conversion Price then in effect shall be reduced to an amount equal to 115% of 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 7(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 7(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 7(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 7(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 7(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 7(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 7(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 Holder, 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 Section 7(a)(i) or 7(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 Holder 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 Holder) of such Convertible

Security, if any, in each case, as determined on a per share basis in accordance with this Section 7(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 Holder. 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 Holder. 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 6,

Section 17 or Section 7(a), 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 6, Section 17 or Section 7(a), 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 7(b) shall become effective immediately after the effective

date of such subdivision or combination. If any event requiring an adjustment under this Section 7(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 7, 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 (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 customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (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, if no response within two (2) Business Days, overnight courier to the Holder on the date

of such agreement and the issuance of such Common Stock, Convertible Securities or Options. From and after the date the Company enters

into such agreement or issues any such Variable Price Securities, the 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 this Note by designating in the Conversion Notice

delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price rather

than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion of this

Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note.

(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 7(b) above), then on the eleventh (11th)

Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such eleventh (11th)

Trading Day (after giving effect to the adjustment in Section 7(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.

(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 the Holder from dilution or if any event occurs of the type contemplated

by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of

stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall

in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided

that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section

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

dilution, then the Company’s board of directors and the 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 7 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

during the term of this Note, reduce the then current Conversion Price of each of the Notes, in whole or in part, to any amount and for

any period of time deemed appropriate by the board of directors of the Company.

(h)

[RESERVED.]

REDEMPTIONS AT THE COMPANY’S ELECTION.

(a)

Company Optional Redemption. At any time the Company shall have the right to redeem all, or any portion, of the Conversion

Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption

Date (each as defined below) (a “Company Optional Redemption”). Such portion of this Note subject to redemption pursuant

to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)

equal to 110% (or, if during an Event of Default Redemption Right Period, 115%) of the Conversion Amount being redeemed as of the Company

Optional Redemption Date. The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice

thereof by electronic mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional

Redemption Notice” and the date all of the holders of Notes received such notice is referred to as the “Company Optional

Redemption Notice Date”). The Company may deliver only one Company Optional Redemption Notice hereunder in any given twenty

(20) Trading Day period and each Company Optional Redemption Notice shall be irrevocable. 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 twenty (20) Trading Days nor more than forty (40) Trading Days following the Company Optional Redemption Notice

Date, and (y) state the aggregate Conversion Amount of the Notes which is being redeemed in such Company Optional Redemption from the

Holder and all of the other holders of the Notes pursuant to this Section 8(a) (and analogous provisions under the Other Notes) on the

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 the Holder into shares

of Common Stock pursuant to Section 3. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date

shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date (at Company’s

discretion with respect to allocations of redemptions in part). Redemptions made pursuant to this Section 8(a) shall be made in accordance

with Section 13. In the event of the Company’s redemption of any portion of this Note under this Section 8(a), the 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 the Holder. Accordingly, any redemption premium due

under this Section 8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss

of its investment opportunity and not as a penalty.

(b)

Pro Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section

8(a) above, then it must simultaneously take the same action with respect to all of the Other Notes.

SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION

(a)

General. At any time from and after the earlier of (x) the date the Holder (the “Holder Subsequent Placement Notice

Date”) becomes aware of the occurrence of a Subsequent Placement (as defined in the Securities Purchase Agreement) (in each

case, other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement)) (each, an “Eligible Subsequent

Placement”), and (y) the time of consummation of such Eligible Subsequent Placement, the Holder shall have the right, in its

sole discretion, to require that the Company redeem (each, a “Subsequent Placement Optional Redemption”) all, or any

portion, of the Conversion Amount under this Note not in excess of (together with any Subsequent Placement Optional Redemption Amount

(as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of

20% of the net proceeds of such Eligible Subsequent Placement (the “Eligible Subsequent Placement Optional Redemption Amount”)

by delivering written notice thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company. The Company

shall notify the Holder in writing no later than five (5) Trading Days after the occurrence of any Eligible Subsequent Placement, which

notice shall include (i) the sale price of each Eligible Subsequent Placement, (ii) the date of each Eligible Subsequent Placement and

(iii) the aggregate gross proceeds of each Eligible Subsequent Placement. Notwithstanding the foregoing, if the Holder is participating

in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all, or any part, as set forth in

such written request, of any amounts that would otherwise be payable to the Holder in such Subsequent Placement Optional Redemption, on

a dollar-for-dollar basis, against the purchase price of the securities to be purchased by the Holder in such Eligible Subsequent Placement.

(b)

Mechanics. Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as

set forth in the applicable Subsequent Placement Optional Redemption Notice, of the Conversion Amount of this Note (with a Subsequent

Placement Optional Redemption Price not in excess of such applicable Eligible Subsequent Placement Optional Redemption Amount) the Holder

is electing to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent

Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x)

the fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the

consummation of such Eligible Subsequent Placement. The portion of the Conversion Amount of this Note subject to redemption pursuant to

this Section 8 shall be redeemed by the Company in cash at a price equal to 110% of the Subsequent Placement Optional Redemption Amount

being redeemed as of the Subsequent Placement Optional Redemption Date (the “Subsequent Placement Optional Redemption Price”).

Redemptions required by this Section 8 shall be made in accordance with the provisions of Section 13.

10.

ASSET SALE OPTIONAL REDEMPTION

(a)

General. At any time Crypto Collateral Value (as defined in the Security Agreement) fails to exceeds 150% of the Conversion

Amount of the Notes then outstanding, from and after the earlier of (x) the date the Holder becomes aware of the occurrence of an Asset

Sale (as defined below)(including any insurance and condemnation proceeds thereof) (each, a “Holder Asset Sale Notice Date”)

and (y) the time of consummation of an Asset Sale (other than sales of inventory and product in the ordinary course of business) (each,

an “Eligible Asset Sale”), the Holder shall have the right, in its sole discretion, to require that the Company redeem

(each an “Asset Sale Optional Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess

of (together with any Asset Sale Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes

of the Holder) the Holder’s Holder Pro Rata Amount of 20% of the net proceeds (including any insurance and condemnation proceeds

with respect thereto) of such Eligible Asset Sale (each, an “Eligible Asset Sale Optional Redemption Amount”) by delivering

written notice thereof (each, an “Asset Sale Optional Redemption Notice”, and each date thereof, an “Asset

Sale Redemption Notice Date”) to the Company.

(b)

Mechanics. Each Asset Sale Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth

in the applicable Asset Sale Optional Redemption Notice, of the Conversion Amount of this Note (with an Asset Sale Optional Redemption

Price not in excess of such applicable Eligible Asset Sale Optional Redemption Amount) the Holder is electing to have redeemed (each,

an “Asset Sale Optional Redemption Amount”) and the date of such Asset Sale Optional Redemption (each, an “Asset

Sale Optional Redemption Date”), which shall be the later of (x) the fifth (5th) Business Day after the date of the applicable

Asset Sale Optional Redemption Notice and (y) the date of the consummation of such Eligible Asset Sale. The portion of the Conversion

Amount of this Note subject to redemption pursuant to this Section 10 shall be redeemed by the Company in cash at a price equal to 110%

of the greater of (i) the Asset Sale Optional Redemption Amount being redeemed as of the Asset Sale Optional Redemption Date and (ii)

the product of (1) the quotient of (A) the Asset Sale Optional Redemption Amount being redeemed divided by (b) the Alternate Conversion

Price then in effect as of the Asset Sale Optional Redemption Date multiplied by (2) the Closing Sale Price of the Common Stock on Holder

Asset Sale Notice Date (each, an “Asset Sale Optional Redemption Price”). Redemptions required by this Section 10 shall

be made in accordance with the provisions of Section 13.

11.

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

(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,

transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all

of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting

the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not

increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect,

and (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 nonassessable shares of Common Stock upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after

the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason

(other than pursuant to restrictions set forth in Section 3(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 permit such conversion into shares of Common

Stock.

12.

RESERVATION OF AUTHORIZED SHARES.

(a)

Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 100% 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 Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain outstanding until

the Maturity Date) at the Floor Price then in effect (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 of the Notes based

on the original principal amount of the Notes held by each holder on the Initial Closing Date (as defined in the Securities Purchase Agreement)

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 Notes, 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 Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such

holders.

(b)

Insufficient Authorized Shares. If, notwithstanding Section 12(a), and not in limitation thereof, at any time while any

of the Notes 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 Notes 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 Notes 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. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the

Company is able to obtain the written consent of a majority of the shareholders 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 Commission an Information Statement on Schedule 14C. In the event that the Company is prohibited from

issuing shares of Common Stock pursuant to the terms of this Note 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 the Holder, the Company shall pay cash in exchange

for the redemption of such portion of the Conversion Amount 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 the 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 12(b); and (ii) to the extent the

Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder

of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection

therewith. Nothing contained in Section 12(a) or this Section 12(b) shall limit any obligations of the Company under any provision of

the Securities Purchase Agreement.

13.

REDEMPTIONS.

(a)

Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five

(5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice (each, an “Event

of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b),

the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of

such Change of Control if such notice is received prior to the consummation of such Change of Control and within five (5) Business Days

after the Company’s receipt of such notice otherwise(each, an “Change of Control Redemption Date”). The Company

shall deliver the applicable Asset Sale Optional Redemption Price to the Holder in cash on the applicable Asset Sale Optional Redemption

Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable

Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder

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

in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the

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. In the event of a redemption of less than all of the Conversion Amount of this

Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing

the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the

Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder

shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note

representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any

Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be

null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance

with Section 20(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall

be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant

to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption. The Holder’s

delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s

obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount

subject to such notice.

(b)

Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption

or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section

5(b) (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day following

its receipt thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and one

or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business

Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which

is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable

to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during

such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder)

based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices

received by the Company during such seven (7) Business Day period.

14.

VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including,

without limitation, Chapter 78 of the Nevada Revised Statute) and as expressly provided in this Note.

15.

COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a)

Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and any Additional Notes, if

any, and (b) shall be senior to all other Indebtedness of the Company and its Subsidiaries (other than Permitted Indebtedness secured

by Permitted Liens).

(b)

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 (i) the Indebtedness evidenced by this Note

and the Other Notes and (ii) other Permitted Indebtedness).

(c)

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.

(d)

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 the Notes) 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 an Event of Default has occurred

and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred

and is continuing.

(e)

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 Permitted Preferred Redemptions (as defined in the Securities Purchase Agreement) at such time as no Event of Default has occurred

and is continuing).

(f)

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 (each, an “Asset Sale”), other than Asset Sales made in compliance with Section 10 above. Notwithstanding

this Section 15(f), during the term of this Note, the Company shall not be restricted from selling (or spinning out) of all, or any part,

of its ecommerce or manufacturing related business of Global Product Marketing Inc., E Marketing Solutions, Inc., Global Social Media,

LLC, Box Harmony LLC, Anivia Ltd, United Package NV Ltd, Fly Elephant Limited and Dayourenzai (Shenzhen ) Technology Co, Ltd. as the Company

and its Board of Directors deem to be in the best interests of the Company (collectively, the “Ecommerce Sales”).

(g)

Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date (other

than as permitted under Section 4(g) of the Securities Purchase Agreement).

(h)

Change in Nature of Business. 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 (other than in connection with the Ecommerce Sales).

(i)

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, other than as the Company may determine to discontinue or close any Subsidiaries outside

of iPower Smart LLC or any other entity that holds the Crypto Collateral.

(j)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain

and preserve, all of its 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 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.

(k)

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 (as defined in the Securities Purchase Agreement) 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 (other than in connection

with the Ecommerce Sales).

(l)

Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible

and reputable insurance companies or associations 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.

(m)

Transactions with Affiliates. Except with respect to the Ecommerce Sales, 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.

(n)

Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the Required Holders,

(i) issue any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities

that would cause a breach or default under the Notes.

(o)

New Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such

New Subsidiary to execute, and deliver to each holder of Notes, all Security Documents and Guaranties as requested by the Collateral Agent

or the Required Holders, as applicable. The Company shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary

that is reasonably satisfactory to the Collateral Agent and the Required Holders covering such legal matters with respect to such New

Subsidiary becoming a guarantor of the Company’s obligations, executing and delivering the Security Document and the Guaranties

and any other matters that the Collateral Agent or the Required Holders may reasonably request. The Company shall deliver, or cause the

applicable Subsidiary to deliver to the Collateral Agent, each of the physical stock certificates of such New Subsidiary, along with undated

stock powers for each such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and

evidence reasonably satisfactory to the Collateral Agent and the Required Holders that the security interest in such uncertificated securities

has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial

Code or any other similar or local or foreign law that may be applicable). In no case shall this Section 15(o) apply to the GPM Entities

and their ecommerce and ecommerce-related business.

(p)

Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than thirty (30) days’

prior written notice of any change in the location of any Collateral, other than to locations set forth in the Perfection Certificate

(as defined in the Securities Purchase Agreement) hereto and with respect to which the Collateral Agent has filed financing statements

and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient detail, of any material

adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute and deliver,

and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder and holders of the Other

Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such written statements

and schedules as the Collateral Agent or any Holder may reasonably require, designating, identifying or describing the Collateral.

(q)

Crypto Control Accounts. The Company shall not, directly or indirectly, default, breach or fail in any material respect

to comply with any provision of any of the Crypto Control Account Agreements (as defined in the Securities Purchase Agreement).

(r)

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 Note; 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 Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(s)

Taxes. The Company and its Subsidiaries shall pay when due all 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.

(t)

Minimum Liquidity Test; Announcement of Operating Results.

(i)

Minimum Liquidity Test. At any time any Notes remains outstanding, (x) the Company’s Available Cash as of the last

calendar day in each Fiscal Quarter (each, a “Covenant Measuring Date”) shall equal or exceed $200,000 (provided, that

if the Company’s Available Cash is less than $200,000 at such time of determination, the Company shall have seven (7) consecutive

calendar days during which the Company may cure such Available Cash) (the “Minimum Liquidity Test”).

(ii)

Operating Results Announcement. Commencing on the initial Covenant Measuring Date, the Company shall publicly disclose and

disseminate (such date, the “Announcement Date”), if the Minimum Liquidity Test has not been satisfied for such Fiscal

Quarter or Fiscal Year, as applicable, a statement to that effect no later than the tenth (10th) day after the end of such

Fiscal Quarter or Fiscal Year, as applicable, and such announcement shall include a statement to the effect that the Company is (or is

not, as applicable) in breach of the Minimum Liquidity Test for such Fiscal Quarter or Fiscal Year, as applicable. On the Announcement

Date, the Company shall also provide to the Holder a certification, executed on behalf of the Company by the Chief Financial Officer of

the Company, certifying that the Company satisfied the Minimum Liquidity Test for such Fiscal Quarter or Fiscal Year, as applicable, if

that is the case. If the Company has failed to meet the Minimum Liquidity Test for a Fiscal Quarter or Fiscal Year, as applicable, (each

a “Financial Covenant Failure”), on or prior to the Announcement Date, the Company shall provide to the Holders a written

certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying that the Minimum Liquidity

Test has not been met for such Fiscal Quarter or Fiscal Year, as applicable (a “Financial Covenant Failure Notice”).

Concurrently with the delivery of each Financial Covenant Failure Notice to the Holders, the Company shall also make publicly available

(as part of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K or on a Current Report on Form 8-K, or otherwise) the Financial

Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.

16.

SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents

(including, without limitation, the Security Agreement, the other Security Documents and the Guaranties).

17.

DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, 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 the Holder will be entitled to such Distributions as if the Holder had held the number

of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions

on the convertibility of this Note and assuming for such purpose that the Note 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 the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding

the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the 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 the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such

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

at which time or times the 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).

18.

AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d) and this Section 18, which may not be amended, modified or waived

by the parties hereto, the prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.

19.

TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or

transferred by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase

Agreement.

20.

REISSUANCE OF THIS NOTE.

(a)

Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company

will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder

may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal

is being transferred, a new Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred.

The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii)

following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the

Principal stated on the face of this Note.

(b)

Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,

theft, destruction or mutilation of this Note (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 Holder to the Company in

customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute

and deliver to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal.

(c)

Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the

principal office of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least $1,000)

representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding

Principal as is designated by the Holder at the time of such surrender.

(d)

Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new

Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining

outstanding (or in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder

which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal

remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated

on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this

Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance

Date.

21.

REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall

be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in

equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s

right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the

part of the 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 the 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 the Holder at law or equity or under

this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at

law or equity. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly

provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof)

shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation

of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of

any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to 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 the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the

terms and conditions of this Note (including, without limitation, compliance with Section 7).

22.

PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection

or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under

this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or

other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs

incurred by the 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 Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than

the original Principal amount hereof.

23.

CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall

not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not

form part of, or affect the interpretation of, this Note. 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 Note instead

of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note.

Terms used in this Note and not otherwise defined herein, 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 the Holder.

24.

FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other

or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed

by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall permit

any waiver of any provision of Section 3(d).

25.

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 Black Scholes Consideration Value, 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 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 the Holder at any time

after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve

such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such

Black Scholes Consideration Value, 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 the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may,

at its sole option, select an independent, reputable investment bank to resolve such dispute, subject to the consent of the Company not

to be unreasonably or untimely withheld.

(ii)

The 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 25 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

the 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 the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute

Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and

hereby waives its right to) deliver or submit any written documentation or other support to such 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 the Holder or

otherwise requested by such investment bank, neither the Company nor the 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 the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company

and the 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 solely by the Company, 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 25 constitutes an agreement to arbitrate

between the Company and the Holder (and constitutes an arbitration agreement) under the Delaware Uniform Arbitration Act, as amended,

in order to compel compliance with this Section 25, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes

as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration per

share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of

Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security

or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note

and each other applicable Transaction Document shall serve as the basis for the selected 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 Note and

any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit

any dispute described in this Section 25 to any state or federal court sitting in Wilmington, Delaware in lieu of utilizing the procedures

set forth in this Section 25 and (v) nothing in this Section 25 shall limit the Holder from obtaining any injunctive relief or other equitable

remedies (including, without limitation, with respect to any matters described in this Section 25).

26.

NOTICES; CURRENCY; PAYMENTS.

(a)

Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be

given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice

of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without

limiting the generality of the foregoing, the Company will give written notice to the 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, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants,

securities or other property to holders of shares of Common Stock or (C) 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 the Holder.

(b)

Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”),

and all amounts owing under this Note 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 Note, 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).

(c)

Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer or a certified

check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided

to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers

attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately

available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions.

Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead

be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents

which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such

amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full (“Late

Charge”).

27.

CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been

paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be

reissued.

28.

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 Note and the

Securities Purchase Agreement.

29.

GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving

effect to any 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 25 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 the Holder from bringing suit or taking other legal action against the Company in any other

jurisdiction to collect on the Company’s obligations to the 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 the Holder or (ii) shall limit, or shall be deemed or construed

to limit, any provision of Section 25. THE COMPANY 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 NOTE OR ANY TRANSACTION CONTEMPLATED

HEREBY.

30.

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 30 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, 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 Delaware 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 30(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 30(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 Note.

31.

SEVERABILITY. If any provision of this Note 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 Note so long as this Note 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).

32.

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 Holder and thus refunded to the Company.

33.

CERTAIN DEFINITIONS. For purposes of this Note, 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 Notes” means this Note, the Other Notes, and any prospective future issuance of senior secured convertible

notes designated by the Buyer and the Company, jointly in writing, as an “Additional Note”.

(d)

“Adjusted Floor Price” means as determined on each six month anniversary of the Issuance Date (each, a “Floor

Adjustment Date”) hereunder, the lower of (i) the Floor Price then in effect and (ii) 20% of the lower of (x) the closing price

of the Common Stock on the Principal Market (as reported by the Principal Market) as of the Trading Day ended immediately prior to such

applicable Floor Adjustment Date and (y) the quotient of (I) the sum of each the closing price of the Common Stock of the Principal Market

(as reported by the Principal Market) on each Trading Day of the five (5) Trading Day period ended on, and including, the Trading Day

ended immediately prior to such applicable Floor Adjustment Date, divided by (II) five (5). All such determinations to be appropriately

adjusted for any share split, share dividend, share combination or other similar transaction during any such measuring period.

(e)

“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 7) of shares of Common Stock (other than rights

of the type described in Section 6(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).

(f)

“Affiliate” 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.

(g)

“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately

available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying

(A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate

Conversion Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares

of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate

Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject

of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.

(h)

“Alternate Conversion Price” means, with respect to any given Alternate Conversion (x) if no Event of Default

has occurred as of the applicable Conversion Date, the applicable Alternate Optional Conversion Price or (y) if an Event of Default has

occurred as of the applicable Conversion Date, the applicable Alternate Event of Default Conversion Price.

(i)

“Alternate Event of Default Conversion Price” means, with respect to any given Alternate Event of Default 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 Conversion, and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest VWAP of the Common Stock of any Trading Day

during the ten (10) 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 Event of Default 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 Common Stock during such Alternate Event of Default Conversion Measuring Period.

(j)

“Alternate Optional Conversion Price” means, with respect to any given 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

Conversion, and (ii) the greater of (x) the Floor Price and (y) 95% of the lowest VWAP of the Common Stock of any Trading Day during the

seven (7) 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 stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately

decreases or increases the Common Stock during such Alternate Optional Conversion Measuring Period.

(k)

“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the

Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock, standard options to purchase Common

Stock, or such other approved equity grants, may be issued to any employee, officer, director, contractor, consultant or advisor for services

provided to the Company in their capacity as such.

(l)

“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 Issuance Date, directly or indirectly managed or

advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the

Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the 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 the 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 the Holder and all other Attribution Parties to the Maximum Percentage.

(m)

“Available Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of

the Cash of the Company and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable for

unrestricted use by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts of financial

banking institutions in the United States of America.

(n)

“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).

(o)

“Bloomberg” means Bloomberg, L.P.

(p)

“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.

(q)

“Cash” of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained

in accordance with GAAP, and means, without duplication, cash, cash equivalents (excluding any cryptocurrencies or any other digital currencies)

and treasury bonds issued by the United States of America, accrued by the Company and its wholly owned Subsidiaries on a consolidated

basis on such date, and the aggregate amount of any accounts receivable (to the extent less than 30 days from invoice date).

(r)

“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. Notwithstanding the foregoing,

any Ecommerce Sale shall not be deemed a “Change of Control”.

(s)

“Change of Control Redemption Premium” means 110%.

(t)

“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 Holder. If the

Company and the Holder 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 25. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock

combinations, recapitalizations or other similar transactions during such period.

(u)

“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.

(v)

“Conversion Floor Price Condition” means that the relevant Alternate Conversion Price is being determined based

on clause (x) of such definition.

(w)

“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.

(x)

“Current Subsidiary” means any Person in which the Company on the Subscription Date, 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 all of the foregoing, collectively, “Current Subsidiaries”.

(y)

“Default Rate” means, with respect to any determination of the aggregate amount of outstanding accrued and unpaid

Interest hereunder, the sum of (x) the applicable Interest Rate in effect for such determination and (y) seven percent (7%) per annum.

(z)

“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq

Global Select Market or the Nasdaq Global Market.

(aa)

“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period

beginning twenty (20) Trading Days prior to such applicable date of determination and ending on and including such applicable date of

determination either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and

the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares

of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued

in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable,

in the event requiring this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion

set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in accordance with the terms of the

Registration Rights Agreement and there shall not have been during such period any Grace Periods (as defined in the Registration Rights

Agreement) or (y) all Underlying Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement)

without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on

conversion of the Notes, other issuance of securities with respect to the Notes) and no Current Public Information Failure (as defined

in the Registration Rights Agreement) exists or is continuing; (ii) on each day during the period beginning twenty (20) Trading Days prior

to the applicable date of determination and ending on and including the applicable date of determination (the “Equity Conditions

Measuring Period”), the Common Stock (including all Underlying Securities) is listed or designated for quotation (as applicable)

on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two

(2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting

or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all

applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such

Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Common

Stock is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall

have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and

all other shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents;

(iv) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the

Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof;

(v) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion

Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may

be issued in full without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated

for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed

or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall

have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required to be filed pursuant

to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the resale of the

applicable Required Minimum Securities Amount of Underlying Securities in accordance with the terms of the Registration Rights Agreement

or (2) any Underlying Securities to not be eligible for sale pursuant to Rule 144 without the need for registration under any applicable

federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with

respect to the Notes) and no Current Public Information Failure exists or is continuing; (viii) the Holder shall not be in (and no other

holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries

or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions

Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached 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, including, without limitation, the Company

shall not have failed to timely make any payment pursuant to any Transaction Document; (x) there shall not have occurred any Volume Failure

or Price Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure

shall exist or be continuing and the applicable Required Minimum Securities Amount of shares of Common Stock are available under the Articles

of Incorporation of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be

issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed

in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without

resulting in an Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred

and there shall not exist an Event of Default or an event that with the passage of time or giving of notice would constitute an Event

of Default; (xiii) no bone fide dispute shall exist, by and between any of holder of Notes, the Company, the Principal Market (or such

applicable Eligible Market in which the Common Stock of the Company is then principally trading) and/or FINRA with respect to any term

or provision of any Note or any other Transaction Document and (xiv) the shares of Common Stock issuable pursuant the event requiring

the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.

(bb)

“Equity Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior

to such applicable date of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).

(cc)

“Event of Default Redemption Premium” means 115%.

(dd)

“Event Market Price” means, with respect to any Stock Combination Event Date, 110% of the quotient determined

by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock

during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding eleventh (11th)

such Stock Combination Event Date, divided by (y) five (5).

(ee)

“Excluded Securities” means (i) shares of Common Stock, standard options to purchase Common Stock, or such other

equity awards available for issuance to directors, officers, employees, contractors, consultants or advisors 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 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 Buyers; (ii)

shares of Common Stock issued upon the conversion or exercise 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 of any such Convertible Securities or the exercise price of any such 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 Buyers; (iii) the shares

of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the

Notes 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) shares of Common Stock issued in connection with any bona fide strategic or commercial

alliances, acquisitions, mergers, licensing arrangements, strategic transactions and strategic partnerships (including, without limitation,

joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) approved

by a majority of the disinterested directors of the Company, provided that such shares of Common Stock are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the Restricted Period (as defined in the Securities Purchase Agreement), provided, further, that (w) the

primary purpose of such issuance is not to raise capital, and (x) the purchaser or acquirer or recipient of the securities in such issuance

solely consists of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement

or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or

(III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which

is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the

Company and shall provide to the Company additional benefits in addition to the investment of funds, and (y) the number or amount of securities

issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair market

value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets

or securities to be acquired by the Company, as applicable; (v) up to 125,000 shares of Common Stock (as adjusted for stock splits, stock

dividends, stock combinations, recapitalizations and similar events) issuable to holders of existing Indebtedness of the Company as of

the Subscription Date in exchange for the cancellation of such Indebtedness and not otherwise for capital raising purposes and (vi) shares

of Common Stock issued pursuant issued pursuant to a Permitted ATM (as defined in the Securities Purchase Agreement).

(ff)

“Fiscal Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that

correspond to the Company’s fiscal year as of the date hereof that ends on June 30.

(gg)

“Fiscal Year” means the fiscal year adopted by the Company for financial reporting purposes as of the date hereof

that ends on June 30.

(hh)

“Floor Price” means $0.17 (as adjusted for share splits, share dividends, share combinations, recapitalizations

and similar events) provided that if on any Floor Adjustment Date, the Floor Price then in effect is higher than the Adjusted Floor Price

with respect to such Floor Adjustment Date, on such Floor Adjustment Date the Floor Price shall be automatically lowered to such applicable

Adjusted Floor Price.

(ii)

“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 in any transaction or series or related transactions, 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 Note 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.

(jj)

“GAAP” means United States generally accepted accounting principles, consistently applied.

(kk)

“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.

(ll)

“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this

Note on the Initial Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the

initial purchasers pursuant to the Securities Purchase Agreement on the Initial Closing Date.

(mm) “Indebtedness”

shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(nn)

“Interest Rate” means ten percent (10%) per annum, subject to adjustment from time to time in accordance with

Section 2.

(oo) “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.

(pp)

“Maturity Date” shall mean May 19, 2028; provided, however, the Maturity Date may be extended at the option

of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall

have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through

the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction

is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects

to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d)

hereunder, the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this

Note.

(qq)

“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription

Date, directly or indirectly, (i) owns or acquires 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 all of the foregoing,

collectively, “New Subsidiaries”.

(rr)

“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible

Securities.

(ss)

“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.

(tt)

“Permitted AR Collateral” means any bona fide accounts receivables, as determined in accordance with GAAP, and

inventory of the Company and its Subsidiaries.

(uu)

“Permitted AR Indebtedness” means the principal of (and premium, if any), interest on, and all fees and other

amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal

fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by

Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries

with one or more financial institutions (and on terms and conditions), in form and substance reasonably satisfactory to the Required Holders;

provided, however, that the aggregate outstanding amount of such Indebtedness permitted hereunder (taking into account the maximum amounts

which may be advanced under the loan documents evidencing such Permitted AR Indebtedness) does not at any time exceed $4,000,000.

(vv)

“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness

set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date, and (iii) Indebtedness secured

by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens; (iv) Permitted Subordinated

Indebtedness and (v) Permitted AR Indebtedness.

(ww)

“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 $1,000,000,

(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 incurred in connection

with any Permitted AR Indebtedness on Permitted AR Collateral, (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, (vii) Liens arising from judgments, decrees or

attachments in circumstances not constituting an Event of Default under Section 4(a)(xii), and (viii) Liens with respect to Indebtedness

in an aggregate amount not to exceed $2 million to the extent such Liens do not include any Crypto Collateral (as defined in the Security

Agreement) or other assets held in any Controlled Account (as defined in the Security Agreement).

(xx)

“Permitted Subordinated Indebtedness” means Indebtedness incurred by the Company that is made expressly subordinate

in right of payment to the Indebtedness evidenced by this Note and all Other Notes, as reflected in a written agreement acceptable to

the Holder, and (i) which Indebtedness does not provide at any time for (A) the payment, prepayment, repayment, repurchase or defeasance,

directly or indirectly, of any principal or premium, if any, thereon until at least ninety-one (91) days after the latest Maturity Date

of such Notes and/or (B) conversion or exchange, directly or indirectly, into shares of Common Stock, Convertible Securities and/or Options,

and/or (ii) such Indebtedness is not issued with, or in connection with, the issuance or proposed issuance, directly or indirectly, of

any Common Stock, Convertible Securities and/or Options.

(yy)

“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.

(zz)

“Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any

Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails

to exceed $3.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring

after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during any such measuring period. Notwithstanding the foregoing, at any time, and for

any period of time, as applicable, the Holder may lower any dollar threshold specified in this definition to any lower dollar threshold,

in each case, as specified by the Holder in a written notice to the Company.

(aaa)

“Principal Market” means the Nasdaq Capital Market.

(bbb)

“Redemption Date” means any Event of Default Redemption Date, Asset Sale Optional Redemption Date, Subsequent

Placement Optional Redemption Date, and/or Change of Control Redemption Date, as applicable.

(ccc)

“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Asset Sale Optional Redemption

Notices, the Subsequent Placement Optional Redemption Notices, and the Change of Control Redemption Notices, and each of the foregoing,

individually, a “Redemption Notice.”

(ddd)

“Redemption Premium” means 115%.

(eee)

“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption

Prices, the Subsequent Placement Optional Redemption Prices, and the Asset Sale Optional Redemption Prices, and each of the foregoing,

individually, a “Redemption Price.”

(fff)

“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 Notes relating to, among other things, the registration of the resale of

the Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes, as may be amended from time to

time.

(ggg)

“SEC” means the United States Securities and Exchange Commission or the successor thereto.

(hhh)

“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription

Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended

from time to time.

(iii)

“Security Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.

(jjj)

“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons

or Group.

(kkk)

“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,

and each of the foregoing, individually, a “Subsidiary.”

(lll)

“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting

from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental

Transaction shall have been entered into.

(mmm)

“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 as a Trading Day in writing by the

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.

(nnn)

“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading

volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period

ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”),

is less than $100,000. Notwithstanding the foregoing, at any time, and for any period of time, as applicable, the Holder may lower any

dollar threshold specified in this definition to any lower dollar threshold, in each case, as specified by the Holder in a written notice

to the Company.

(ooo)

“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 Holder. If the Company and the Holder 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 25. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

34.

DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance

with the terms of this Note, 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 Holder explicitly in writing in such notice (or

immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or

notification from the Company immediately upon receipt of notice from the Holder), the 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 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities

Purchase Agreement.

35.

ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or

agent of the Company and that the 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 the 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 the 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.

[signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed as of the Issuance Date set out above.

IPOWER INC.

By:_________________________________

Name:

Title:

Senior Secured Convertible Note - Signature

Page

EXHIBIT

iPower

Inc.

CONVERSION NOTICE

Reference is made to the Series

A Senior Secured Convertible Note (the “Note”) issued to the undersigned by iPower Inc., a Nevada corporation (the

“Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount

(as defined in the Note) of the Note indicated below into shares of Common Stock, $0.001 par value per share (the “Common Stock”),

of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal, if any, and such Aggregate Interest to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

If adjusted by the Company in the acknowledgement attached hereto:

Reduced Aggregate Principal to be converted:

Reduced Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Reduced Aggregate Principal, if any, and such Reduced Aggregate Interest to be converted:

REDUCED 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:____________ (or, with respect to an Alternate Conversion subject to a Conversion Floor Price Condition, if

elected by the Company in the acknowledgement attached hereto:____________)

Notwithstanding anything to the contrary contained

herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion Notice that after

giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates) will not have beneficial

ownership (together with the beneficial ownership of such Person’s affiliates) of a number of shares of Common Stock which exceeds

the Maximum Percentage (as defined in the Note) of the total outstanding shares of Common Stock of the Company as determined pursuant

to the provisions of Section 3(d) of the Note.

Please issue the Common Stock into which the Note

is 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 II

ACKNOWLEDGMENT

The Company hereby (a) 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 Holder either (i) pursuant to Rule 144 (subject to the 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 ________________________.

IPOWER INC.

By:_________________________________

Name:

Title:

☐ If

this Conversion Notice is being delivered with respect to an Alternate Conversion subject to a Conversion Floor Price Condition, check

here if the Company is also electing to use Section 7(g) of the Note to reduce the Conversion Amount and the Conversion Price subject

to conversion pursuant to the attached Conversion Notice such that the reduced Conversion Amount subject to conversion pursuant to the

attached Conversion Notice would result in the issuance of such aggregate number of shares of Common Stock originally specified to be

converted in such attached Conversion Notice using such reduced Conversion Amount specified in such attached Conversion Notice at the

reduced Alternate Conversion Price with respect thereto (which shall not give effect to clause (x) of such definition) as specified in

the attached Conversion Notice.

EX-99.1 — PRESS RELEASE DATED MAY 19, 2026

EX-99.1

Filename: ipower_ex9901.htm · Sequence: 3

Exhibit 99.1

iPower Launches

AI Infrastructure Strategy

· Company

intends to pursue investments across the AI infrastructure stack, including an initial investment in sUSDai

· Utilizes

existing $30M facility to build dedicated GPU and AI asset portfolio

RANCHO CUCAMONGA, Calif., May 19, 2026

— iPower Inc. (Nasdaq: IPW) today announced the launch of its AI infrastructure strategy, positioning the Company as a dedicated

capital provider for GPU clusters and AI infrastructure assets. The AI infrastructure market faces a fundamental supply-demand imbalance

– GPU capacity is difficult to source and deploy, and operators face significant capital constraints in meeting surging demand.

This leaves customers facing significant delays in building the AI capabilities they need.

iPower intends to address this gap by acting as

a flexible capital provider and strategic partner to infrastructure operators across the technology stack, initially via its existing

$30 million December 2025 financing facility. As a first step, the Company has committed up to $3 million from new financing proceeds

to purchase sUSDai, a yield-bearing instrument backed by GPU-collateralized loans, giving iPower direct exposure to AI infrastructure

revenue streams in a downside protected structure.

“We are in the early innings of the most

significant technological adoption in this generation, and compute infrastructure is the critical bottleneck standing between enterprises

and adoption. We believe iPower is well-capitalized to address the opportunity in this space. Our initial deployment into sUSDai is the

first step in what we intend to build into a meaningful presence as a capital provider in the AI infrastructure ecosystem,” said

Lawrence Tan, CEO of iPower Inc.

iPower’s AI infrastructure strategy is focused

on several key initiatives:

• Pursuing investments across the AI infrastructure stack, including an initial investment in sUSDai

• Targeting strong returns on invested capital (ROIC) through disciplined asset selection

• Leveraging iPower’s capital markets experience and ecosystem relationships to scale the portfolio

as the strategy matures

The Company intends to provide updates on additional

developments as it executes the strategy.

About iPower Inc.

iPower Inc. (Nasdaq: IPW) is a technology- and

data-driven company executing a focused strategy at the intersection of AI infrastructure and real-world commerce. The Company’s

platform includes established e-commerce supply chain operations and a growing AI infrastructure investment strategy. Leveraging its operating

experience, ecosystem relationships, and capital market access, iPower is building a scalable platform designed to generate durable long-term

value for stockholders. For more information, please visit www.meetipower.com.

Forward-Looking Statements

All statements other than statements of historical

fact in this press release are forward-looking statements. These forward-looking statements, including iPower’s launch of its new

AI infrastructure strategy, its ability to successfully deploy capital to fund such strategy, or generate revenue following the launch

of such strategy, involve known and unknown risks and uncertainties and are based on current expectations and projections about future

events and financial trends that iPower believes may affect its financial condition, results of operations, business strategy, and financial

needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,”

“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”

“potential,” “continue,” “is/are likely to,” or other similar expressions. iPower undertakes no obligation

to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required

by law. Although iPower believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure

you that such expectations will turn out to be correct. iPower cautions investors that actual results may differ materially from the anticipated

results and encourages investors to review other factors that may affect its future results and performance in iPower’s filings

with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Media & Investor Contact

IPW.IR@meetipower.com

GRAPHIC

Filename: image_001.jpg · Sequence: 7

Binary file (5588 bytes)

Download image_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

May 19, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 19, 2026

Entity File Number

001-40391

Entity Registrant Name

iPower Inc.

Entity Central Index Key

0001830072

Entity Tax Identification Number

82-5144171

Entity Incorporation, State or Country Code

Entity Address, Address Line One

8798 9th Street

Entity Address, City or Town

Rancho Cucamonga

Entity Address, State or Province

Entity Address, Postal Zip Code

91730

City Area Code

626

Local Phone Number

863-7344

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock $0.001 per share

Trading Symbol

IPW

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration