Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-001243

Filed: 2026-09-15

Period: 2026-09-10

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — e7944_8-k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (e7944_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (e7944_ex10-1.htm)

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8-K (Primary)

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2026-09-10

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported): September

10, 2026

SADOT

GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada

001-39223

47-2555533

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

295 E. Renfro Street, Suite 300, Burleson,

Texas 76028

(Address of principal executive offices) (Zip Code)

(832) 604-9568

(Registrant’s telephone number, including area

code)

Not Applicable

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

SDOT

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.

Item 5.02 Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting

At the 2026 Annual Meeting of Stockholders of Sadot

Group Inc. (the “Company”) held on September 10, 2026 (the “Annual Meeting”), the Company’s stockholders

approved the Sadot Group Inc. 2026 Stock Incentive Plan (the “2026 Plan”). The Company’s Board of Directors (the “Board”)

approved the 2026 Plan on July 28, 2026, subject to stockholder approval, and the 2026 Plan became effective upon stockholder approval

on September 10, 2026.

A total of 3,000,000 shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), are reserved for issuance under the 2026 Plan, subject to

equitable adjustment in the event of stock splits (including any reverse stock split), stock dividends, recapitalizations and similar

events. Directors, officers (including the Company’s named executive officers), managers, employees, consultants and advisors of

the Company and its subsidiaries are eligible to receive awards under the 2026 Plan, which provides for the grant of stock options (including

incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance

awards and other stock-based awards. Following the adoption of the 2026 Plan, the Company will no longer grant awards under its existing

equity incentive plans, and awards outstanding under those plans will remain outstanding in accordance with their terms.

A more detailed description of the material terms

of the 2026 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the

Securities and Exchange Commission (the “SEC”) on August 14, 2026 (the “Proxy Statement”), under the caption “Proposal

No. 3 — Approval of the 2026 Stock Incentive Plan,” which description is incorporated herein by reference. The foregoing description

and the description in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full

text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Company held the Annual Meeting on September 10,

2026, virtually via live webcast. At the close of business on August 7, 2026, the record date for the Annual Meeting (the “Record

Date”), there were 1,320,015 shares of Common Stock issued and outstanding, each entitled to one vote, and 10,000 shares of the

Company’s Series A Preferred Stock issued and outstanding, entitled to 5.1596 votes per share, or an aggregate of 51,596 votes,

and voting together with the Common Stock as a single class, for a total of 1,371,611 votes entitled to be cast at the Annual Meeting.

Holders of shares representing 903,408 votes, or approximately 65.86% of the votes entitled to be cast at the Annual Meeting, were present

virtually or represented by proxy, constituting a quorum.

The proposals voted upon at the Annual Meeting are

described in detail in the Proxy Statement. The final voting results for each proposal, as certified by the inspector of election, are

set forth below.

Proposal No. 1 — Election of Directors.

The stockholders elected each of the five director

nominees named in the Proxy Statement to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor

is duly elected and qualified, by the following votes:

Nominee

For

Withheld

Broker Non-Votes

Chagay Ravid

591,057

6,639

305,712

Sean Schnapp

591,055

6,641

305,712

Alexander David

591,236

6,460

305,712

Liat Franco

590,921

6,775

305,712

Yuriy Shirinyan

589,915

7,781

305,712

Proposal No. 2 — Ratification of Appointment

of Independent Registered Public Accounting Firm.

The stockholders did not ratify the appointment of

Kreit & Chiu CPA LLP (“Kreit”) as the Company’s independent registered public accounting firm for the fiscal year

ending December 31, 2026, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

408,338

494,840

230

As disclosed in the Proxy Statement, stockholder ratification

of the appointment of the Company’s independent registered public accounting firm is not required, and the Company is not required

to take any action as a result of the outcome of the vote on this proposal. The Audit Committee of the Board will consider the results

of the vote. [Kreit continues to serve as the Company’s independent registered public accounting firm for the fiscal year ending

December 31, 2026.]

Proposal No. 3 — Approval of the 2026 Stock

Incentive Plan.

The stockholders approved the Sadot Group Inc. 2026

Stock Incentive Plan, pursuant to which 3,000,000 shares of Common Stock are reserved for issuance thereunder, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

580,171

17,353

172

305,712

Proposal No. 4 — Note Nasdaq Issuance Proposal.

The stockholders approved, for purposes of complying

with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of shares of Common Stock issuable upon conversion of, or otherwise

pursuant to the terms of, the senior secured convertible promissory notes issued and issuable pursuant to the Securities Purchase Agreement,

dated as of July 16, 2026, by and among the Company and the investor named therein, in excess of 19.99% of the shares of Common Stock

issued and outstanding on the date of such agreement and at a price that may be less than the “Minimum Price” as defined in

Nasdaq Listing Rule 5635(d), by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

581,165

16,349

182

305,712

Proposal No. 5 — Approval of the Reverse

Stock Split Authority.

The stockholders approved authority for the Board,

in its sole discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock at a ratio

within the range of 5-for-1 up to 250-for-1, at such time or times as the Board may determine on or prior to December 31, 2027, through

one or more amendments to the Articles of Incorporation, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

779,034

124,094

280

The votes cast “For” this proposal represented

approximately 56.80% of the voting power of the Company’s capital stock issued and outstanding and entitled to vote as of the Record

Date. As of the date of this Current Report on Form 8-K, the Board has not determined to effect a reverse stock split pursuant to this

authority.

Proposal No. 6 — Approval of Amendment to

the Articles of Incorporation to Increase the Authorized Shares of Common Stock.

The stockholders approved an amendment to the Articles

of Incorporation to increase the number of authorized shares of Common Stock from 12,500,000 to 1,000,000,000, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

779,252

123,337

819

The votes cast “For” this proposal represented

approximately 56.81% of the voting power of the Company’s capital stock issued and outstanding and entitled to vote as of the Record

Date. See Item 5.03 above.

Proposal No. 7 — EPFA Nasdaq Issuance Proposal.

The stockholders approved, for purposes of complying

with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of shares of Common Stock issuable pursuant to the Equity Purchase

Facility Agreement, dated as of July 16, 2026, by and between the Company and the investor named therein, in excess of 19.99% of the shares

of Common Stock issued and outstanding on the date of such agreement and at a price that may be less than the “Minimum Price”

as defined in Nasdaq Listing Rule 5635(d), by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

580,106

17,366

224

305,712

Proposal No. 8 — Anira Note Conversion Proposal.

The stockholders approved, for purposes of complying

with Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), the issuance of shares of Common Stock upon conversion of up to $5,000,000 in

aggregate principal amount of the promissory note issued by the Company on June 2, 2026 to Shrvan Kumar Yadav as partial consideration

for the Company’s acquisition of Anira Consulting FZC, subject to and conditioned upon the Company and the holder of such note entering

into a definitive agreement providing for a conversion price per share of not less than 75% of the market price of the Common Stock, as

described in the Proxy Statement, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

587,619

9,777

300

305,712

Proposal No. 9 — Adjournment Proposal.

The stockholders approved one or more adjournments

of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the

Annual Meeting to approve Proposal Nos. 4, 5, 6, 7 or 8, by the following votes:

For

Against

Abstain

Broker Non-Votes

Votes

786,443

115,871

1,094

Because Proposal Nos. 4 through 8 each received the

vote required for approval, adjournment of the Annual Meeting was not necessary.

Authorized Share Increase

As described above, at the Annual Meeting the Company’s

stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”),

to increase the number of authorized shares of Common Stock from 12,500,000 shares to 1,000,000,000 shares (the “Authorized Share

Increase”). On September 14, 2026, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate

of Amendment”) with the Secretary of State of the State of Nevada to effect the Authorized Share Increase. The Certificate of Amendment

became effective upon filing.

The Certificate of Amendment amends and restates Article

3 of the Articles of Incorporation in its entirety. As a result of the Certificate of Amendment, the Company is authorized to issue 1,010,000,000

shares of capital stock, consisting of 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001

per share (the “Preferred Stock”). Immediately prior to the effectiveness of the Certificate of Amendment, the Company was

authorized to issue 22,500,000 shares of capital stock, consisting of 12,500,000 shares of Common Stock and 10,000,000 shares of Preferred

Stock. The Certificate of Amendment does not change the number of authorized shares of Preferred Stock or the par value of the Common

Stock or the Preferred Stock. Article 3, as amended and restated, continues to vest in the Board the authority, without stockholder action

and pursuant to Sections 78.195 and 78.1955 of the Nevada Revised Statutes, to create one or more series of Preferred Stock and to fix

the number of shares and the designations, preferences, limitations and relative rights of each such series, and the Certificate of Amendment

does not affect any certificate of designation previously filed with respect to any series of Preferred Stock.

The additional shares of Common Stock authorized by

the Certificate of Amendment have the same rights and privileges as the shares of Common Stock currently outstanding. The Authorized Share

Increase does not, by itself, change the number of shares of Common Stock outstanding or the rights of the holders of the Common Stock.

The foregoing description of the Certificate of Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy

of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Letter Agreement

As previously reported on July 17, 2026, Sadot Group

Inc. (the “Company”) entered into a Securities Purchase Agreement, dated as of July 16, 2026 (the “Securities Purchase

Agreement”), with a certain institutional investor (the “Holder”), pursuant to which the Company agreed to issue and

sell to the Holder, in multiple closings, senior secured convertible promissory notes of the Company in the aggregate original principal

amount of up to $100,000,000 (the “Notes”). On July 16, 2026, the Company issued to the Holder a Note in the aggregate original

principal amount of $4,000,000 (the “Initial Note”). The Notes are convertible at the option of the Holder, from time to time

at any time after issuance, into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),

at the applicable Conversion Price (as defined in the Notes).

On September 14, 2026, the Company and the Holder

entered into a side letter (the “Side Letter”) pursuant to which, among other things, the definition of “Floor Price”

in the Initial Note and in all other Notes issued pursuant to the Securities Purchase Agreement was amended and restated and the concept

of “Adjusted Floor Price” was removed entirely. Except as set forth in the Side Letter, the terms, conditions and provisions

of the Transaction Documents (as defined in the Securities Purchase Agreement) remain unmodified and in full force and effect.

The foregoing description of the Side Letter does

not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended, including statements regarding the Notes, the Securities Purchase Agreement and the Side Letter. These statements

are based on the Company’s current expectations and are subject to risks and uncertainties, including the risk that the Holder may

convert the Notes into shares of Common Stock at prices that result in substantial dilution to existing stockholders, and the other risks

described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent

Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation

to update any forward-looking statement, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Articles of Incorporation of Sadot Group Inc., filed with the Secretary of State of the State of Nevada on September 14, 2026 (filed herewith).

10.1

Form of Side Letter, dated as of September 14, 2026, by and between Sadot Group Inc. and the Holder.

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.

SADOT GROUP INC.

By:

/s/ Chagay Ravid

Name:

Chagay Ravid

Title:

Chief Executive Officer

Date: September 15, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7944_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7944_ex10-1.htm · Sequence: 3

EXHIBIT 10.1

[Letterhead]

September 14, 2026

Sadot Group Inc.

295 E. Renfro Street, Suite 300

Burleson, TX 76028

Re: Senior Secured Convertible Promissory Notes Issued

Pursuant to Securities Purchase Agreement.

Dear Sirs or Madams:

Please note that the undersigned,

[***], is a holder (the “Holder”) of a certain senior secured convertible promissory note in the principal amount of

$4,000,000 (the “Initial Note”), issued by Sadot Group Inc., a Nevada corporation (the “Company”),

pursuant to that certain Securities Purchase Agreement, dated as of July 16, 2026, by and between the Holder and the Company (the “Securities

Purchase Agreement”). Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Holder, in

multiple closings, senior secured convertible notes of the Company in the aggregate original principal amount of up to $100,000,000 (the

“Notes”). The Notes, including the Initial Note, are convertible at the option of the Holder, from time to time at

any time after issuance into such number of fully paid and non-assessable shares of the Company’s common stock (the “Conversion

Shares”), par value $0.0001 per share (the “Common Stock”), at the applicable Conversion Price (as defined

in the Notes). Capitalized terms used but not defined herein have the meanings assigned to them in the Note.

Please accept the Holder’s

signature hereto as its agreement that the definition of Floor Price in the Initial Note and all other Notes issued pursuant to the Securities

Purchase Agreement is hereby amended and restated as follows:

“Floor Price” means $2.85

(as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

In addition, the definition of

“Adjusted Floor Price” is hereby deleted.

The form of Note for future issuances

under the Securities Purchase Agreement shall be as attached hereto as Exhibit A.

Except as set forth above, all

of the terms, conditions and provisions of the Transaction Documents shall be and remain unmodified and the Transaction Documents are

hereby ratified and confirmed by the Holder and the Company and remain in full force and effect in accordance with the terms thereof.

This letter shall constitute a

Transaction Document and the entire agreement between the Company and the Holder pertaining to the subject matter hereof. This letter

may be amended by a written instrument signed by the parties hereto. All rights and obligations hereunder will be governed by the laws

of the State of New York, without regard to the conflicts of law provisions of such jurisdiction. This letter agreement may be executed,

including by means of electronic signature or pdfs, in two or more counterparts, each of which shall be deemed an original but all of

which together shall constitute one and the same instrument.

By:

Name:

Title:

ACKNOWLEDGED

AND AGREED TO BY

SADOT GROUP INC.

By:

Name:

Haggai Ravid

Title:

Chief Executive Officer

Exhibit A

Form of Note

[FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE]

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH

THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE

SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 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). THE COMPANY 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).

THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (832) 604-9568.

sadot group

inc.

Senior Secured

Convertible Promissory Note

Due [•],

20[•]

Issuance Date: [●], 20[●]

Original Principal Amount: U.S. $[●]

FOR VALUE RECEIVED, Sadot

Group Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of [***] or its registered assigns

(the “Holder”) the amount set forth above as the Original Principal Amount (or such lesser amount as reduced pursuant

to the terms hereof pursuant to repayment, 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 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 Senior Secured

Convertible Promissory Note (including all Senior Secured Convertible Promissory Notes issued in exchange, transfer or replacement hereof,

this “Note”) is one of an issue of Senior Secured Convertible Promissory Notes issued pursuant to that certain Securities

Purchase Agreement, dated as of July 16, 2026 (the “Subscription Date”), by and among the Company and the investors

(the “Buyers”) referred to therein, as amended from time to time (collectively, the “Notes”, and

such other Senior Secured Convertible Promissory Notes, the “Other Notes”). Certain capitalized terms used herein are

defined in Section 33.

1. PAYMENTS

OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding any amounts paid in shares of

Common Stock on the Maturity Date in accordance with Section 9) 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 or redeem any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid

Late Charges on Principal and Interest, if any.

2. INTEREST;

INTEREST RATE.

(a) Interest

on this Note shall commence accruing on the Issuance Date and shall accrue on all outstanding Principal and shall be computed on the basis

of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each Fiscal Quarter (as defined

below) (each, an “Interest Date”) with the first Interest Date being [•], 2026. Interest shall be payable on each

Interest Date, to the Holder 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 the Holder on or prior to the sixth

(6th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holders of Notes,

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 Interest

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”), 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, 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 two (2) Business Days prior to the applicable Interest Date, a certificate or statement of book-entry,

registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled which certificate

or statement of book-entry shall not bear any restrictive legends unless required pursuant to the rules and regulations of the Commission,

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; provided further, that, in the event of the Conversion Floor Price Condition, on the applicable Interest Date the Company

shall also deliver to the Holder the applicable Interest Floor Amount.

to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate on all outstanding principal amounts

and be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date 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. From and after the

occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be adjusted on each Trading Day in

which an Event of Default is continuing to the sum of (x) the Interest Rate then in effect on such date of determination and (y) nine

percent (9.0%) per annum (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.

3. CONVERSION

OF NOTES. At any time after the date hereof, this Note shall be convertible into validly issued, fully paid and non-assessable shares

of Common Stock, 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 date hereof, 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 shares 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 (x) the portion of the Principal to be converted, redeemed or otherwise with respect to which this

determination is being made, (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued and

unpaid Late Charges with respect to such portion of such Principal and such Interest, if any, and (z) any other unpaid amounts pursuant

to the Transaction Documents, if any.

(ii) “Conversion

Price” means, as of any Conversion Date or other date of determination, $[•][1],

subject to adjustment as provided herein.

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 11:59 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)). 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 representation as to whether such shares of Common Stock may then be resold pursuant to Rule

144 or an effective and available registration statement (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, 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,

upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice,

[1]

Insert the 125% of the Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) on the Trading Day immediately prior

to (x) with respect to the Initial Closing (as defined in the Securities Purchase Agreement), such Initial Closing Date, (y) with respect

to the Second Closing (as defined in the Securities Purchase Agreement), such Second Closing Date or (z) with respect to each Additional

Closing (as defined in the Securities Purchase Agreement), such applicable Additional Closing Date (as defined in the Securities Purchase

Agreement).

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 two (2) Business Days 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. The Person

or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as

the record holder or holders of such shares of Common Stock on the Conversion Date; provided, that the Holder shall be deemed to have

waived any voting rights of any such shares of Common Stock that may arise during the period commencing on such Conversion Date, through,

and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the

aggregate voting rights of any shares of Common Stock beneficially owned by the Holder and/or any Attribution Parties, collectively, on

any such applicable date 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 Registrable Securities (as defined in the Registration Rights Agreement) with

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

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

(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, 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, 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”),

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 2.0% 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 applicable 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 Share Delivery Deadline either (A) if the Transfer

Agent is not participating in FAST, 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,

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 one (1) Business Day 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 registered 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 two

(2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale

(as the case may be). Notwithstanding anything to the contrary set forth in this Section 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 two (2) Business Days 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 shares of 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 amended, modified or waived and shall apply to a successor holder of this Note.

(ii) Principal

Market Limitation. Notwithstanding anything in this Note to the contrary, the Company shall not issue any shares of Common Stock upon

conversion of this Note or the Other Notes, or otherwise, if the issuance of such shares of Common Stock, together with the issuance of

shares of Common Stock upon the conversion of any Other Notes issuable pursuant to the Securities Purchase Agreement and with any other

related transactions that may be considered part of the same series of transactions, would exceed the aggregate number shares of Common

Stock that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of

the Principal Market and shall be referred to as the “Exchange Cap,” except that such limitation shall not apply if

the Company has obtained Stockholder Approval.

(e) Right

of Alternate Conversion.

(i) General.

(1) Alternate

Optional Conversion. Subject to Section 3(d), at the option of the Holder, at any time on or after the Issuance Date, the Holder may

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

Optional Conversion Date”) all, or any part, of this Note into shares of Common Stock (such portion of the Conversion Amount

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

Price.

(2) Alternate

Conversion Upon an Event of Default. Subject to Section 3(d), at any time after the occurrence of an Event of Default (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 Alternate

Conversion Price.

(ii) 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 “Event of Default Redemption Premium of the

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

to such Alternate 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).

4. 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 (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior

to the date that is five (5) calendar days after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the

failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five (5) calendar

days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);

(ii) while

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

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

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

defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms

of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for more

than an aggregate of ten (10) calendar days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the

Registration Rights Agreement));

(iii) the

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

quoted or listed (as applicable) on an Eligible Market for a period of one (1) Trading Day, or the delisting or removal from quotation

of the shares of Common Stock from an Eligible Market;

(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 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 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 any Subsidiary’s 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 Subsidiary’s failure to pay any redemption

payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) 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 two (2) 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 or

exercise (as the case may be) 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 $250,000 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

thirty (30) 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 $250,000 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 shall not be included in calculating the $250,000 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, or within any applicable grace period,

any payment with respect to any Indebtedness in excess of $250,000 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 $250,000, 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;

(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 of any Transaction Document, except, in the case of a breach of a covenant or other term or

condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Trading Days;

(xv) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company 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 (as defined in the Securities Purchase Agreement) occurs;

(xviii) any

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

Documents) 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 fifteen (15) 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;

(xxi) the

Company fails to receive the Reverse Stock Split Authority by the Stock Split Authority Deadline or the Subsequent Stock Split Authority

by the Subsequent Stock Split Authority Deadline;

(xxii) the

Collateral Agent fails to have electronic access to the records of the Custodian with respect to the assets held by the Company and/or

any of its Subsidiaries, from time to time;

(xxiii) the

Company issues any instructions, directly or indirectly, to the Custodian in violation of any term or condition of any Note or any other

Transaction Documents;

(xxiv) any

Change of Control occurs, or the Company enters into any agreement to effect a Change of Control;

(xxv) a

Fundamental Transaction occurs, or the Company enters into any agreement to effect a Fundamental Transaction;

(xxvi) the

Company fails to engage the New Transfer Agent (as defined in the Securities Purchase Agreement) on or prior to the New Transfer Agent

Deadline (as defined in the Securities Purchase Agreement); or

(xxvii) 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 and overnight courier (with next day

delivery specified) (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, the Holder may require the Company to redeem

(regardless of whether such Event of Default has been cured) 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 Event of Default Redemption Premium and (ii) 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 product of (1) the Event of Default

Redemption Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing

on the date immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to be made

under this Section 4(b) (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 3(e), 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 shares of 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.

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.

5. 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 equity 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 equity (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 and 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 latest 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, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion

Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the Common Stock during

the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control

and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption

Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption Premium multiplied by

(z) 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 shareholders 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 shares of 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.

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 7 and 17 below, if at any time the Company grants, issues or sells any

Options, Convertible Securities or rights to purchase shares, 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 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 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.

7. RIGHTS

UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Issuance 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, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing

(including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 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)(i), 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 Issuance 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” and together with the

Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share

of Common Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such

Primary Security is an Option and/or Convertible Security, the lowest price per share for which one share of Common Stock is at any time

issuable upon the exercise or conversion of the Primary Security in accordance with Section 7(a)(i) or 7(a)(ii) above and (z) the average

VWAP of the Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately

following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior

to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period

and if this Note is converted, on any given Conversion Date during any such Adjustment Period, solely with respect to such portion of

this Note converted on such applicable Conversion Date, such applicable Adjustment Period shall be deemed to have ended on, and included,

the Trading Day immediately prior to such Conversion Date). 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 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 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 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 Issuance Date subdivides (by any stock split, share dividend, share 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 Issuance Date combines (by any stock split,

share dividend, share 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.

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 shares of Common Stock, Options or Convertible Securities

(any such securities, “Variable Price Securities”), after the Issuance 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 stock 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 overnight courier to the Holder on the date of such agreement and the issuance of such shares of 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) Share

Combination Event Adjustments. If at any time and from time to time on or after the Issuance Date there occurs any stock split, share

dividend, share combination recapitalization or other similar transaction involving the shares of Common Stock (each, a “Share

Combination Event”, and such date thereof, the “Share 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 sixteenth

(16th) Trading Day immediately following such Share Combination Event Date, the Conversion Price then in effect on such sixteenth

(16th) 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 share appreciation

rights, phantom share 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 shares 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, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then current

Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate by the board of directors of the Company.

8. REDEMPTIONS

AT THE COMPANY’S ELECTION.

(a) Company

Optional Redemption. At any time the Company shall have the right to redeem all of the outstanding amount then remaining under this

Note (each, a “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below)

(each, a “Company Optional Redemption”). The Note subject to redemption pursuant to this Section 8(a) shall be redeemed

by the Company in cash at a price (each, a “Company Optional Redemption Price”) equal to (i) 120% of the amount being

redeemed as of the Company Optional Redemption Date, if such Company Optional Redemption Date is on or prior to the twelve (12) month

anniversary of the Issuance Date, or (ii) 110% of the amount being redeemed as of the Company Optional Redemption Date, if such Company

Optional Redemption Date occurs after the twelve (12) month anniversary of the Issuance 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 thirty (30) Trading Days following the Company

Optional Redemption Notice Date, and (y) state the aggregate 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. All 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. 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. For the avoidance of doubt, the Company

shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default

shall have no effect upon the Holder’s right to convert this Note in its discretion.

(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 outstanding Other Notes.

9. SUBSEQUENT

PLACEMENT OPTIONAL REDEMPTION

(a) General.

At any time from and after (i) the date the Holder becomes aware of the occurrence of a Subsequent Placement (as defined in the Securities

Purchase Agreement) (the “Holder Notice Date”), and (ii) the time of consummation of a Subsequent Placement (in each

case, other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement)) (each, an “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 gross 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. 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 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 9 shall be redeemed by the Company in cash at a price equal to 120% of the Subsequent Placement Optional Redemption Amount

(the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 10 shall be made in accordance

with the provisions of Section 13.

10. ASSET

SALE OPTIONAL REDEMPTION

(a) General.

At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of an Asset Sale (including any insurance

and condemnation proceeds thereof) (the “Holder 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 or Permitted Sales) (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 gross proceeds (including any insurance and condemnation proceeds with respect thereto) of such Eligible Asset Sale (the “Eligible

Asset Sale Optional Redemption Amount”) by delivering written notice thereof (an “Asset Sale Optional Redemption Notice”)

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 Eligible Asset Sale Optional Redemption Amount the Holder is electing to have redeemed (the “Asset

Sale Optional Redemption Amount”) and the date of such Asset Sale Optional Redemption (the “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 120% of the Asset

Sale Optional Redemption Amount being redeemed as of the Asset Sale Optional Redemption Date (the “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), 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 six (6) month 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 thereafter as any Notes remain outstanding, the Company shall reserve at least 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 Closing Date 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 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting

of its shareholders 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 shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval

of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve

such proposal. 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 shares of 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(a); 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. 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. The Company shall deliver the applicable

Company Optional Redemption Price to the Holder in cash on the applicable Company Optional 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 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 and (z) the Conversion Price of this

Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the

Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the

greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including

the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable

Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest

VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided

by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend,

stock split, share combination or other similar transaction during such period). 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 of 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 and as expressly provided in

this Note.

15. COVENANTS.

Until all of the Notes (including the Other Notes that may be issued pursuant to the Securities Purchase Agreement from time to time)

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 (b) shall be senior to all other Indebtedness

of the Company and its Subsidiaries (other than Permitted Equipment Indebtedness solely with respect to the Permitted Lien with respect

thereto).

(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) any other Permitted Indebtedness).

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 and the Other 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.

(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 (including but not limited

to any form of cryptocurrency produced by the Company and its Subsidiaries) in the ordinary course of business.

(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.

(h) Rules

of Principal Market. The Company shall maintain compliance with the continued listing requirements of the Principal Market, including

the stockholders’ equity requirement pursuant to Nasdaq Listing Rule 5550(b)(1).

(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.

(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.

(l) Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain director and officer’s insurance with

responsible and reputable insurance companies or associations in at least an aggregate amount of $5.0 million. The Company shall maintain,

and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including,

without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties

(including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental

authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies

in similar businesses similarly situated.

(m) Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property

or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business

in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair

consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction

with a Person that is not an affiliate thereof, including but not limited to, clause (iv) of the definition of the Permitted Indebtedness.

(n) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate

principal amount of the Notes then outstanding, (i) issue any promissory notes (other than as contemplated by this Note, the Securities

Purchase Agreement and the Other Notes) or (ii) issue any other securities that would cause a breach or default under this Notes or the

Other 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 (as defined in the Securities Purchase Agreement) and Guaranties

(as defined in the Securities Purchase Agreement) 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 share certificates of such New Subsidiary, along with undated share powers for each such certificates, executed in

blank (or, if any such shares of share capital 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).

(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 (as defined in the Security Documents), 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) 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.

(r) 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.

(s) Available

Cash Test. Commencing on [•], 2026, and at any time thereafter that any Notes remain outstanding, the Company’s Available

Cash and cash equivalents produced by the Company and its Subsidiaries, as of the last calendar day in each Fiscal Quarter (each, a “Covenant

Measuring Date”) shall equal or exceed $750,000 (the “Available Cash Test”).

(t) Independent

Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the

Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable investment

bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent

Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection

with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel,

offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the

Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work

papers) and any books of account, records, reports and other papers not contractually required of the Company to be confidential or secret,

or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof

as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and

operating data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably

request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and

to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent public

accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator

the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may

be reasonably requested. If a breach of this Note or any other Transaction Documents exists (or the Independent Investigator reasonably

determines that the Holder has a reasonable basis to believe a breach of this Note or any other Transaction Documents existed), the Company

shall be responsible for the reasonable fees and expenses of such Independent Investigator. If a breach of this Note or any other Transaction

Documents does not exist and the Independent Investigator reasonably determines that the Holder did not have reasonable basis to believe

a breach of this Note or any other Transaction Documents existed, the Holder shall be responsible for the reasonable fees and expenses

of such Independent Investigator.

(u) Reverse

Stock Split.

(i) Current

Stock Split Authority. Within sixty (60) days from the Subscription Date (the “Stock Split Authority Deadline”),

the Company will obtain Reverse Stock Split Authority (as defined in the Securities Purchase Agreement).

(ii) Subsequent

Stock Split Authority. If, at any time within three (3) months following a reverse stock split pursuant to the Reverse Stock Split

Authority, the Company has the ability to effect an additional reverse stock split of the Common Stock at a ratio of less than 10-for-1

(each, a “Subsequent Stock Split Authority”), then, so long as any Notes remain outstanding, the board of directors

of the Company shall obtain authority from the stockholders of the Company to effect one or more additional reverse stock splits at a

ratio within the range from 5-for-1 up to 250-for-1 (each, a “Subsequent Stock Split Authority”) within forty five

(45) days after the date on which the Company is able to effect another reverse stock split (the “Subsequent Stock Split Authority

Deadline”).

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. For so long as this Note or any Other Notes remain outstanding, the Company shall not declare or make any Distribution

(as defined below), without the prior written consent of the Required Holders.

In addition to any adjustments pursuant to Sections 6 and 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, shares 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 shares

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 Required Holders 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.

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 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 Interest Conversion Price, an Alternate

Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or the applicable Redemption Price

(as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or

the 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 Interest Conversion Price, such Alternate Conversion Price,

such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the

case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or 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.

(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 Nevada State arbitration law, (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 shares of Common Stock occurred

under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of shares of Common Stock occurred, (C) whether

any issuance or sale or deemed issuance or sale of shares 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 the City

of Las Vegas, Clark County, Nevada 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 shares of Common Stock,

(B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase shares, 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).

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 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”).

(d) Adjustment

Notices. Whenever the Conversion Price or the Floor Price is adjusted in accordance with the terms of this Note, the Company shall

promptly provide the Holder with a written notice setting forth the Conversion Price or the Floor Price after such adjustment and setting

forth a brief statement of the facts requiring such adjustment.

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 Nevada, without giving effect to any choice of law

or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the

laws of any jurisdictions other than the State of Nevada. 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 the City of Las Vegas, Clark County, Nevada, 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 Nevada 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.

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.

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).

(d) “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 shares 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.

(e) “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 VWAP of the

Common Stock on the Trading Day immediately preceding the time that the Holder delivers the applicable Conversion Notice 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 obtained 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.

(f) “Alternate

Conversion Price” means, with respect to any Alternate 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 then in effect and (y)(1) with respect to any Alternate Optional Conversion, 90% of the lowest trading price of the Common

Stock, and (2) with respect to an Alternate Event of Default Conversion, 80% of the lowest trading price 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 Conversion Measuring Period”). All such determinations to be appropriately adjusted

for any share dividend, stock split, share combination, reclassification or similar transaction that proportionately decreases or increases

the shares of Common Stock during such Alternate Conversion Measuring Period.

(g) “Approved

Stock Plan” shall have the meaning as set forth in the Securities Purchase Agreement.

(h) “Asset

Sale” means any single transaction or series of related transactions (other than transactions in the ordinary course of business

consistent with past practice) by which the Company or any Subsidiary, directly or indirectly, sells, leases, licenses, assigns, transfers,

spins-off, splits-off, closes, conveys, or otherwise disposes of any assets or rights to such assets; provided, however, that the term

“Asset Sale” shall not include: (i) any sale, lease, license, assignment, transfer, spin-off, split-off, closure, conveyance,

or other disposition of inventory, products, or services in the ordinary course of business consistent with past practice; (ii) any sale,

lease, license, assignment, transfer, spin-off, split-off, closure, conveyance, or other disposition of immaterial obsolete, worn-out,

or surplus property or assets, or property or assets no longer used or useful in the business of the Company or any Subsidiary; (iii)

any sale, lease, license, assignment, transfer, spin-off, split-off, closure, conveyance, or other disposition of assets or rights to

such assets among the Company and its wholly owned Subsidiaries; (iv) any grant of a Lien permitted under the terms of this Note or the

Securities Purchase Agreement; (v) any disposition of cash or cash equivalents in the ordinary course of business; (vi) any disposition

of assets with an aggregate fair market value (as determined in good faith by the Company’s board of directors) of less than $500,000

in any fiscal year; and (vii) any other transaction approved in writing by the Required Holders (as defined in the Securities Purchase

Agreement).

(i) “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.

(j) “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.

(k) “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.

(l) “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, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned

Subsidiaries on a consolidated basis on such date.

(m) “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 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.

(n) “Change

of Control Redemption Premium” means 120%.

(o) “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 the Reporting Service, 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 p.m., New York time, as reported by

the Reporting Service, 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 the Reporting Service, 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 the Reporting Service, or, if no closing bid price or last trade price, respectively, is reported for such security by the Reporting

Service, 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,

share dividends, share combinations, recapitalizations or other similar transactions during such period.

(p) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

Notes pursuant to the terms of the Securities Purchase Agreement.

(q) “Common

Stock” means (i) the Company’s common stock, $0.0001 par value per share, and (ii) any capital stock into which such

shares of Common Stock shall have been exchanged or any shares of capital stock resulting from a reclassification of such shares of Common

Stock.

(r) “Conversion

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

on clause (x) of such definition.

(s)

“Convertible Securities” means any shares 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.

(t) “Current

Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding

share capital 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”.

(u) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the

Nasdaq Global Market or the Principal Market.

(v) “Eligible

Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of

the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment

policies as in effect on the Issuance Date or approved thereafter by the Company’s board of directors.

(w) “Equity

Conditions” means, with respect to a given date of determination: (i) on each day during the period beginning fifteen (15) calendar

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 Registrable 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 fifteen (15) calendar days prior to the applicable

date of determination and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”),

the shares of Common Stock (including all Registrable 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 share capital 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 Registrable Securities in accordance with the terms of the Registration Rights Agreement or (2) any Registrable

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 Amended

and Restated 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 bona 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.

(x) “Equity

Conditions Failure” means that on any day during the period commencing fifteen (15) Trading Days prior to the applicable date

of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).

(y) “Event

Market Price” means, with respect to any Share Combination Event Date, 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 fifteen (15) consecutive

Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Share Combination

Event Date, divided by (y) five (5).

(z) “Event

of Default Redemption Premium” means 130%.

(aa) “Excluded

Securities” shall have the meaning as set forth in the Securities Purchase Agreement.

(bb) “FactSet”

means FactSet Research Systems Inc.

(cc) “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 December 31st.

(dd) “Floor

Price” means $2.85 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

(ee) “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 shares of Common Stock

be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of

at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if

any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to,

such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities

making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively

the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv)

consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate,

acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock

calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity

making or party to, such stock or share 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 shares of 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 shares of Common Stock, (y) at

least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of 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 shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders of the Company or (C)

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of

or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this

definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms

of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent

with the intended treatment of such instrument or transaction.

(ff) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(gg) “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.

(hh) “Holder

Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date

plus the original Principal amount of any Other Notes held by the Holder outstanding on the date of determination and (ii) the denominator

of which is the aggregate original principal amount of all Notes issued pursuant to the Securities Purchase Agreement on the Closing Date

plus the aggregate original Principal amount of any Other Notes outstanding on the date of determination.

(ii) “Indebtedness”

shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(jj) “Interest

Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect,

and (ii) the greater of (x) the Floor Price and (y) 90% of the lowest trading price of the Common Stock 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. All such determinations to be appropriately adjusted for any stock split, share dividend, share combination or other similar transaction

during any such measuring period.

(kk) “Interest

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 traded at on the Trading Day immediately preceding the relevant Interest Date and (II) the applicable Interest 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 Interest Date from (II) the quotient obtained by dividing (x) the applicable

Conversion Amount that the Holder has elected to be the subject of the applicable Interest Date, by (y) the applicable Interest Conversion

Price without giving effect to clause (x) of such definition.

(ll) “Interest

Date” means [•], 2026 and the first calendar day of each Fiscal Quarter thereafter.

(mm) “Interest

Rate” means, as of any date of determination, eight and one quarter percent (8.25%) per annum, subject to adjustment from time

to time in accordance with Section 2.

(nn) “Investment”

means any beneficial ownership (including shares, 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.

(oo) “Maturity

Date” shall mean [•][2]; provided, however,

the Maturity Date may be extended for an additional six (6) months by mutual written consent of the Company and the Holder or 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.

(pp) “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 more than 50% of the of the outstanding share capital or holds more than 50% of the 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”.

(qq) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(rr) “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.

[2]

Insert second anniversary of the applicable Issuance Date.

(ss) “Permitted

Equipment Indebtedness” means Indebtedness secured by Permitted Liens or unsecured but, in each case, as described in clauses

(iv) and (v) of the definition of Permitted Liens.

(tt) “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 Issuance Date, and (iii) Permitted Equipment Indebtedness in an aggregate

amount not to exceed $250,000.

(uu) “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) in connection with the acquisition or

refinancing of such equipment, 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 $250,000, (v) Liens

incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clause

(iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien

and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and

revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, and (vii)

Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(xii).

(vv) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a company, a corporation, a trust, an unincorporated

organization, any other entity or a government or any department or agency thereof.

(ww) “Price

Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock during the twenty (20) Trading

Day period ending on the Trading Day immediately preceding such date of determination fails to exceed $5.00 per share of Common Stock

(as adjusted for any stock splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after

the Issuance Date).

(xx) “Prime

Rate” means the “prime rate” which from time to time published in the “Money Rates” column of The Wall

Street Journal (Eastern Edition, New York Metro); provided, however, if the Money Rates column of The Wall Street Journal (Eastern Edition,

New York Metro) ceases to be published or otherwise does not designate a “prime rate” as of a Business Day, the Holder has

the right to obtain such information from a similar business publication of its selection.

(yy) “Principal

Market” means the Nasdaq Capital Market.

(zz) “Redemption

Notices” means, collectively, the Optional Redemption Notices, 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.”

(aaa) “Redemption

Prices” means, collectively, the Optional Redemption Price, the Event of Default Redemption Price, the Asset Sale Optional Redemption

Price, the Change of Control Redemption Price and the Subsequent Placement Optional Redemption Price, and each of the foregoing, individually,

a “Redemption Price.”

(bbb) “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 shares of 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.

(ccc) “Reporting

Service” means either Bloomberg L.P. or FactSet Research Systems Inc., as determined by Investor from time to time.

(ddd) “Revenue”

means, with respect to any given cash flow, receivable or other general intangible, the revenue directly attributable thereto of the Company

or any of its Subsidiaries, as determined in accordance with GAAP.

(eee) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(fff) “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.

(ggg) “Security

Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.

(hhh) “Stockholder

Approval” shall have the meaning as set forth in the Securities Purchase Agreement.

(iii) “Subscription

Date” means July 16, 2026.

(jjj) “Subsidiaries”

means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually,

a “Subsidiary.”

(kkk) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(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 shares of 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 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

the Reporting Service) of the Common Stock on the Principal Market on any Trading Day during the fifteen (15) Trading Day period ending

on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”),

is less than $500,000 (as adjusted for any stock splits, share dividends, share combinations, recapitalizations or other similar transactions

occurring after the Issuance Date).

(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 the Reporting Service through its “VAP” function (set to 09:30 start time and 16:00 end time) or FactSet 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 the Reporting Service, or, if no dollar volume-weighted average price is reported for such security by the Reporting Service 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 share dividend, stock split, share 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 a.m., New York 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 forth above.

SADOT GROUP INC.

By:

Name: Haggai Ravid

Title: Chief Executive Officer

EXHIBIT

SADOT GROUP INC.

CONVERSION NOTICE

Reference is made to the Senior

Secured Convertible Promissory Note (the “Note”) issued to the undersigned by Sadot Group 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, $0.0001 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 and such

Aggregate Interest to be converted:

AGGREGATE

CONVERSION AMOUNT TO BE CONVERTED:

Please

confirm the following information:

Conversion

Price:

Number

of shares of Common Stock to be issued:

this Conversion Notice is being delivered with respect to an Alternate Conversion, check

here if Holder is electing to use the following Alternate Conversion Price:____________

Please

issue the shares of 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 ________________________.

SADOT GROUP INC.

By:

Name: Haggai Ravid

Title: Chief Executive Officer

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v3.26.3

Cover

Sep. 10, 2026

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SADOT

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0001701756

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295 E. Renfro Street

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