Form 8-K

8-K — GT Biopharma, Inc.

Accession: 0001493152-26-042672

Filed: 2026-09-15

Period: 2026-09-14

CIK: 0000109657

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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0000109657

2026-09-14

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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

14, 2026

Biopharma, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

(State

or other Jurisdiction of Incorporation)

1-40023

94-1620407

(Commission

File Number)

(IRS Employer

Identification No.)

N/A1

(Address

of Principal Executive Offices and zip code)

(415)-919-4040

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐

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 Series

Trading

Symbol(s)

Name

of each Exchange on which registered

Common

stock, $0.001 par value

GTBP

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 ☐

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. ☐

1Effective

as of July 1, 2024, the Company became a fully remote company. We do not maintain a principal executive office. For purposes of compliance

with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any stockholder

communication required to be sent to the Company’s principal executive offices may be directed to 505 Montgomery Street, 10th Floor,

San Francisco, California 94111, or by email to auditcommittee@gtbiopharma.com.

Item

1.01 Entry into a Material Definitive Agreement.

Private

Placement of Preferred Stock and Warrants

September 14, 2026, GT Biopharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance

and sale to the Purchasers of (i) up to 8,277.778 shares of the Company’s Series M 10% Convertible Preferred Stock (the “Preferred

Stock”), (ii) warrants to purchase up to a number of shares of common stock of the Company (the “Common Stock”) equal

to 100% of the shares of the Company’s Common Stock issuable upon conversion of the shares of Preferred Stock (the “Common

Warrants”), and (iii) warrants to purchase up to a number of shares of the Company’s Common Stock equal to the number of

Greenshoe Conversion Shares (as defined in the Securities Purchase Agreement) issuable upon exercise of the Greenshoe Right (as defined

below) (the “Vesting Warrants” and together with the Common Warrants, the “Warrants”), with an aggregate stated

value of $8,277,778, for an aggregate purchase price of $7,450,000 (the “Offering”).

Pursuant

to the Securities Purchase Agreement, each Purchaser may elect to purchase shares of Preferred Stock with an aggregate stated value of

up to $33,333,333 (the “Greenshoe Rights”) for an aggregate purchase price of $30,000,000, subject to adjustments, as further

described in the Securities Purchase Agreement. Each Purchaser is entitled to exercise its respective Greenshoe Rights for an amount

of Preferred Stock equal to the ratio of such Purchaser’s original subscription amount to the original aggregate subscription amount

of all Purchasers.

Pursuant

to the Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock (the “Certificate

of Designation”), and subject to certain ownership limitations, the Preferred Stock may be converted at any time at the option

of the Purchasers into shares of the Company’s Common Stock at an initial conversion price of $6.10, subject to certain conditions,

as further described in the Certificate of Designation. In addition, the holders of the Preferred Stock are entitled to receive cumulative

dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum until September 13, 2027, increasing

to 12% per annum thereafter, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the

date of issuance of the Preferred Stock and on each Conversion Date (as defined in the Certificate of Designation), with respect only

to Preferred Stock being converted, in cash, shares of the Company’s Common Stock (subject to the Company’s satisfaction

of the conditions set forth in the Certificate of Designation), or a combination thereof.

Pursuant

to the Securities Purchase Agreement, each Purchaser will be issued (i) a Common Warrant, each to purchase up to a number of shares of

the Company’s Common Stock equal to 100% of the Conversion Shares underlying the Preferred Shares issued to such Purchaser and

(ii) a Vesting Warrant (the exercisability of which shall vest ratably from time to time in proportion to the Purchaser’s (or its

permitted assigns’) exercise of such Purchaser’s Greenshoe Rights pursuant to Section 2.4 of the Securities Purchase Agreement),

each to purchase up to a number of shares of the Company’s Common Stock equal to the number of Greenshoe Conversion Shares (as

defined in the Securities Purchase Agreement) applicable to such Purchaser, in accordance with the Securities Purchase Agreement. The

Common Warrants have an initial exercise price of $6.10 per share, are exercisable, subject to certain ownership limitations, immediately

upon issuance and have a term of exercise equal to five years. The Vesting Warrants have an initial exercise price of $6.10 per share,

are exercisable, subject to certain vesting and ownership limitations, and have a term of exercise equal to five years from the date

that the applicable warrant shares vest.

The

Preferred Shares and Warrants both have full ratchet price protection and are subject to other adjustments (including for reverse and

forward splits, recapitalizations and similar transactions), as further described in the Certificate of Designation or the Warrants,

as applicable. With respect to adjustments in connection with the exercise of Greenshoe Rights, in the first instance, there will not

be a floor price; provided, however, if the Company receives written notice from The Nasdaq Stock Market that a floor price should be

implemented, a floor price of $1.282 shall be set.

The

securities in the Offering were offered privately pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.

Registration

Rights Agreement

The

Company and the Purchasers entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to

which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering

the public resale of the shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants. The

Company has agreed to file a registration statement within thirty (30) days after the initial closing and after each closing of the exercise

of a Greenshoe Right in accordance with the Securities Purchase Agreement, to become effective no later than sixty (60) days after the

Closing Date (as defined in the Securities Purchase Agreement) or each Trigger Date (as defined in the Registration Rights Agreement),

or in the event of a “full review” by the SEC, ninety (90) days after the Closing Date or each Trigger Date. If these deadlines

are not met, the Company will be liable for partial liquidated damages of 1.5% of the subscription amount paid by each Purchaser pursuant

to the Securities Purchase Agreement. Further, if the Company fails to pay such liquidated damages within seven days from the date payable,

the Company will pay interest thereon at the prime rate plus 12% to each holder of the registerable securities.

Voting

Agreement

Pursuant

to the Securities Purchase Agreement, the Company agreed to hold a meeting of its stockholders at the earliest practical date after the

execution of the Securities Purchase Agreement for the purpose of (i) obtaining shareholder approval for the issuance, in the aggregate,

of more than 19.99% of the number of shares of the Company’s Common Stock outstanding on the date of the initial closing (“Shareholder

Approval”) and (ii) obtaining such shareholder approval as may be required to effect any necessary increase in authorized shares

of Common Stock if the number of Underlying Shares (as defined the Securities Purchase Agreement) is greater than the number of authorized

shares of Common Stock. In connection with the required Shareholder Approval, all of the Company’s officers and directors (each

a “Voting Agreement Party”) entered into a voting agreement (the “Voting Agreement”) pursuant to which each Voting

Agreement Party agreed to vote all shares of voting stock over which the Voting Agreement Party has voting control in favor of any proposal

presented to the stockholders of the Company seeking the Shareholder Approval.

Lock-Up

Agreement

Pursuant

to the Securities Purchase Agreement, the Company and its directors and officers entered into lockup agreements (the “Lockup Agreements”),

pursuant to which each officer and director agreed not to sell or transfer any securities of the Company held by them for a period commencing

on the date of the Lockup Agreement until thirty (30) days after the later of (i) the Effective Date (as defined in the Securities Purchase

Agreement) and (ii) the date that Shareholder Approval is obtained and deemed effective, subject to limited exceptions.

The

foregoing descriptions of the terms of the Certificate of Designation, form of Common Warrant, form of Vesting Warrant, Securities Purchase

Agreement, Registration Rights Agreement, Voting Agreement and Lockup Agreement are not intended to be complete and are qualified in

their entirety by reference to such exhibits, which are filed herewith as Exhibits 3.1, 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4, respectively,

to this Current Report on Form 8-K and are incorporated by reference herein. Neither this current report on Form 8-K, nor the exhibits

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

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.

Item

3.03 Material Modification to Rights of Security Holders.

The

information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.

September 14, 2026, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, in the form

attached as Exhibit 3.1 to this Current Report on Form 8-K. The Certificate of Designation creates and specifies the rights of Series

M 10% Convertible Preferred Stock, including the terms and conditions on which shares of such preferred stock would convert into shares

of our Common Stock, as well as its liquidation preference.

Item

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

The

information set forth in Items 1.01 and 3.03 regarding the Certificate of Designation are incorporated by reference into this Item 5.03

in its entirety.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Designation of Preferences, Rights and Limitations of Series M 10% Convertible Preferred Stock.

4.1

Form of Common Warrant.

4.2

Form of Vesting Warrant.

10.1

Securities Purchase Agreement, dated as of September 14, 2026, between the Company and the purchasers identified therein.

10.2

Registration Rights Agreement, dated as of September 14, 2026, between the Company and the purchasers identified therein.

10.3

Form of Voting Agreement.

10.4

Form of Lock-up Agreement.

104

Cover

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SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

BIOPHARMA, INC.

Date:

September 15, 2026

By:

/s/

Alan Urban

Alan

Urban

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

biopharma, Inc.

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

Series

M 10% CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

Delaware

GENERAL CORPORATION LAW

The

undersigned, Michael Breen and Alan Urban, do hereby certify that:

They are the Chief Executive Officer and Secretary, respectively, of GT Biopharma, Inc., a Delaware corporation (the “Corporation”).

The Corporation is authorized to issue 1,500,000 shares of preferred stock from time to time in one or more series.

The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS,

the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting

of 1,500,000 shares, $0.01 par value per share, issuable from time to time in one or more series;

WHEREAS,

the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of

redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series

and the designation thereof, of any of them; and

WHEREAS,

it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and

other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement,

up to 41,778 shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW,

THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or

exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters

relating to such series of preferred stock as follows:

TERMS

OF PREFERRED STOCK

Section

1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(e).

“Bankruptcy

Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule

1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment

of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or

any Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case

or proceeding that is not dismissed within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated

insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or

any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property

that is not discharged or stayed within 60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof

makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of

its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant

Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing

or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base

Conversion Price” shall have the meaning set forth in Section 7(b).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In”

shall have the meaning set forth in Section 6(c)(iv).

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s

obligations to deliver the Securities have been satisfied or waived.

“Closing

Price” means on any particular date (a) the last reported closing bid price per share of Common Stock on such date on

the Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), (b) if there is no such price on such date, then

the closing bid price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New

York City time)), (c) if the Common Stock is not then listed or quoted on another Trading Market and if prices for the Common Stock

are then reported on the Pink Market, the most recent bid price per share of the Common Stock so reported, or (d) if the shares

of Common Stock are not then publicly traded the fair market value as of such date of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Corporation and reasonably acceptable to the Holders of a majority in interest of the shares

then outstanding, the fees and expenses of which shall be paid by the Corporation.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion

Amount” means the sum of the Stated Value at issue.

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof.

“Conversion

Shares Registration Statement” means a registration statement that registers the resale of all or any portion of the Conversion

Shares by the Holders, which shall be named as “selling stockholders” therein, and meets the requirements of the Registration

Rights Agreement.

“Dilutive

Issuance” shall have the meaning set forth in Section 7(b).

“Dilutive

Issuance Notice” shall have the meaning set forth in Section 7(b).

“Dividend

Conversion Rate” means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for

the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Dividend Payment Date or (ii) the

average of the VWAPs for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable

Dividend Conversion Shares are issued and delivered if such delivery is after the Dividend Payment Date.

“Dividend

Conversion Shares” shall have the meaning set forth in Section 3(a).

“Dividend

Notice Period” shall have the meaning set forth in Section 3(a).

“Dividend

Payment Date” shall have the meaning set forth in Section 3(a).

“Dividend

Share Amount” shall have the meaning set forth in Section 3(a).

“Effective

Date” means the date that the initial Conversion Shares Registration Statement filed by the Corporation pursuant to the Registration

Rights Agreement is first declared effective by the Commission.

“Equity

Conditions” means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to

occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required,

if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the

Preferred Stock, (c)(i) there is an effective Conversion Shares Registration Statement pursuant to which the Holders are permitted to

utilize the prospectus thereunder to resell the shares of Common Stock in question registered for resale thereunder (and the Corporation

believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion

Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of dividends) may be resold pursuant

to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to

the Corporation as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected

Holders, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are

listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on

a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued

and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents,

(f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d), (g)

the Corporation shall have obtained Shareholder Approval and the restrictions set forth in Section 6(e) shall no longer apply, (h) there

has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated, (i) the applicable Holder

is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees,

agents or Affiliates, that constitutes, or may constitute, material non-public information and (j) for each Trading Day in a period of

20 consecutive Trading Days prior to the applicable date in question, the daily trading volume for the Common Stock on the principal

Trading Market exceeds $100,000 per Trading Day.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Corporation

pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation

or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise

or exchange of or conversion of any securities issued pursuant to the Purchase Agreement (including the Vesting Warrants (as defined

in Section 1.1 of the Purchase Agreement)) and/or other securities exercisable or exchangeable for or convertible into shares of Common

Stock issued and outstanding on the date of the Purchase Agreement, provided that such securities have not been amended since the date

of the Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price

of any such securities (other than in connection with stock splits or combinations and other than pursuant to Section 3(b) of the Vesting

Warrants) or to extend the term of such securities or (c) securities issued pursuant to acquisitions or strategic transactions approved

by a majority of the disinterested directors of the Corporation, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.13(a) of the Purchase Agreement, and provided that any such issuance shall only

be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of

an asset in a business synergistic with the business of the Corporation and shall provide to the Corporation additional benefits in addition

to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities primarily for the purpose

of raising capital or to an entity whose primary business is investing in securities. Notwithstanding anything herein to the contrary,

in no event shall the exercise of the Greenshoe Rights pursuant to Section 2.4 of the Purchase Agreement be deemed an Exempt Issuance

hereunder.

“Fundamental

Transaction” shall have the meaning set forth in Section 7(e).

“GAAP”

means United States generally accepted accounting principles.

“Holder”

shall have the meaning given such term in Section 2.

“Indebtedness”

means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the

ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,

whether or not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties

by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (c)

the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.

“Issuable

Maximum” shall have the meaning set forth in Section 6(e).

“Junior

Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which

are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liens”

means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Liquidation”

shall have the meaning set forth in Section 5.

“New

York Courts” shall have the meaning set forth in Section 9(d).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Original

Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers

of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred

Stock.

“Permitted

Indebtedness” means (a) the Indebtedness existing on the Original Issue Date and (b) lease obligations and purchase money indebtedness

incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets.

“Permitted

Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental

charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith

and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Corporation) have been

established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Corporation’s business,

such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising

in the ordinary course of the Corporation’s business, and which (x) do not individually or in the aggregate materially detract

from the value of such property or assets or materially impair the use thereof in the operation of the business of the Corporation and

its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect

of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in

connection with Permitted Indebtedness under clause (a) thereunder, and (d) Liens incurred in connection with Permitted Indebtedness

under clause (b) thereunder, provided that such Liens are not secured by assets of the Corporation or its Subsidiaries other than the

assets so acquired or leased.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of the Original Issue Date, among the Corporation and the original

Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Corporation

and the original Holders, in the form of Exhibit B attached to the Purchase Agreement.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities”

means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Shareholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any

successor entity) from the shareholders of the Corporation with respect to the transactions contemplated by the Transaction Documents,

including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing

Date.

“Subscription

Amount” shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase

Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading “Subscription

Amount,” in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the Purchase Agreement and shall, where applicable,

also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement.

“Successor

Entity” shall have the meaning set forth in Section 7(e).

“Trading

Day” means a day on which the principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the Pink Open Market operated by OTC Markets Group, Inc. (“Pink Market”), the OTCQB Venture Market (“OTCQB”)

or the OTCQX Best Market (“OTCQX”), or any successors to any of the foregoing.

“Trading

Price” means on any particular date (a) the lowest reported trading price per share of Common Stock on such date on the

Trading Market (as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), (b) if there is no such price on such date, then the

lowest trading price on the Trading Market on the date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m. (New York

City time)), (c) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then

reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the lowest trading

price per share of the Common Stock so reported, or (d) if the shares of Common Stock are not then publicly traded the fair market

value as of such date of a share of Common Stock as determined by an independent appraiser selected in good faith by the Corporation

and reasonably acceptable to the Holders of a majority in interest of the shares then outstanding, the fees and expenses of which shall

be paid by the Corporation.

“Transaction

Documents” means this Certificate of Designation, the Purchase Agreement, the Warrants, the Registration Rights Agreement,

the Lock-Up Agreements, the Voting Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed

in connection with the transactions contemplated pursuant to the Purchase Agreement.

“Underlying

Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, upon exercise of the Warrants

and issued and issuable in lieu of the cash payment of dividends on the Preferred Stock in accordance with the terms of this Certificate

of Designation.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.13(b) of the Purchase Agreement.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market other than the Pink Market, the OTCQB or the OTCQX, the daily volume weighted average price of the Common

Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported

by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common

Stock is then listed or quoted on the OTCQB or the OTCQX, the volume weighted average price of the Common Stock for such date (or the

nearest preceding date) on the OTCQB or the OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on

the OTCQB or the OTCQX and if prices for the Common Stock are then reported in the Pink Market, the most recent bid price per share of

the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent

appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable

to the Corporation, the fees and expenses of which shall be paid by the Corporation.

“Warrants”

shall have the meaning ascribed to such term in Section 1.1 of the Purchase Agreement.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

Section

2. Designation, Amount and Par Value; Ranking. The series of preferred stock shall be designated as its Series M 10% Convertible

Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be 41,778 (which shall not be

subject to increase without the written consent of the holders of a majority of the then outstanding shares of the Preferred Stock (each,

a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value

of $0.001 per share and a stated value equal to $1,000, subject to increase set forth in Section 3 below (the “Stated Value”).

Except

to the extent that holders of at least 75% of the aggregate Stated Value of the then outstanding shares of Preferred Stock (the “Required

Holders”) expressly consent to the creation of additional Parity Stock or Senior Preferred Stock, all shares of capital stock

of the Corporation shall be junior in rank to all Preferred Stock with respect to the preferences as to dividends, distributions and

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

“Junior Stock”). The rights of all such shares of capital stock of the Corporation shall be subject to the rights, powers,

preferences and privileges of the Preferred Stock. Without limiting any other provision of this Certificate of Designations, without

the prior express consent of the Required Holders, voting separately as a single class, the Corporation shall not hereafter authorize

or issue any additional or other shares of capital stock that are (i) of senior rank to the Preferred Stock in respect of the preferences

as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Senior

Preferred Stock”), (ii) of pari passu rank to the Preferred Stock in respect of the preferences as to dividends, distributions

and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Parity Stock”);

provided, that the Corporation’s outstanding Series L 10% Convertible Preferred Stock shall rank pari passu with the Preferred

Stock and shall constitute Parity Stock, or (iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment

of such shares of Junior Stock that is prior to the Maturity Date. In the event of the merger or consolidation of the Corporation with

or into another corporation, the Preferred Stock shall maintain their relative rights, powers, designations, privileges and preferences

provided for herein and no such merger or consolidation shall be consummated if it would result in the Preferred Stock being treated

in any manner inconsistently with the foregoing.

Section

3. Dividends.

Dividends in Cash or in Kind. From and after the first date of issuance of any Preferred Stock, Holders shall be entitled to receive,

and the Corporation shall pay, cumulative dividends at the rate per share (as a percentage of the Stated Value per share) of 10% per

annum until September 13, 2027 and 12% per annum thereafter, payable quarterly on January 1, April 1, July 1 and October 1, beginning

on the first such date after the Original Issue Date and on each Conversion Date (with respect only to Preferred Stock being converted)

(each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment

shall be due on the next succeeding Trading Day) in cash, or as set forth in this Section 3(a), in duly authorized, validly issued, fully

paid and non-assessable shares of Common Stock, or a combination thereof (the dollar amount to be paid in shares of Common Stock, the

“Dividend Share Amount”). The form of dividend payments to each Holder shall be determined in the following order

of priority: (i) if funds are legally available for the payment of dividends and the Equity Conditions have not been met during the 10

consecutive Trading Days immediately prior to the applicable Dividend Payment Date (the “Dividend Notice Period”),

in cash only, (ii) if funds are legally available for the payment of dividends and the Equity Conditions have been met during the Dividend

Notice Period, at the sole election of the Corporation, in cash or shares of Common Stock which shall be valued at the Dividend Conversion

Rate, (iii) if funds are not legally available for the payment of dividends and the Equity Conditions have been met during the Dividend

Notice Period, in shares of Common Stock which shall be valued at the Dividend Conversion Rate, (iv) if funds are not legally available

for the payment of dividends and the Equity Condition relating to an effective Conversion Shares Registration Statement has been waived

by such Holder (provided that the other Equity Conditions have been met during the Dividend Notice Period), as to such Holder only, in

unregistered shares of Common Stock which shall be valued at the Dividend Conversion Rate, and (v) if funds are not legally available

for the payment of dividends and the Equity Conditions have not been met during the Dividend Notice Period, then, at the election of

such Holder, such dividends shall accrue to the next Dividend Payment Date or shall be accreted to, and increase, the outstanding Stated

Value. In addition, as a condition to paying dividends in shares of Common Stock, as to such Dividend Payment Date, prior to such Dividend

Notice Period (but not more than five (5) Trading Days prior to the commencement of such Dividend Notice Period), the Corporation shall

have delivered to each Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied against

such Dividend Share Amount equal to the quotient of (x) the applicable Dividend Share Amount divided by (y) the Dividend Conversion Rate,

assuming for such purposes that the Dividend Payment Date is the Trading Day immediately prior to the commencement of the Dividend Notice

Period (the “Dividend Conversion Shares”); provided that on the Dividend Payment Date the Corporation shall issue

to the Holder any additional Dividend Conversion Shares owing to the Holder as a result of a lower Dividend Conversion Price during the

applicable Dividend Notice Period. The Holders shall have the same rights and remedies with respect to the delivery of any such shares

as if such shares were being issued pursuant to Section 6.

Corporation’s Ability to Pay Dividends in Cash or Kind. On the Closing Date, the Corporation shall have notified the Holders

whether or not it may legally pay cash dividends as of the Closing Date. The Corporation shall promptly notify the Holders at any time

the Corporation shall become able or unable, as the case may be, to legally pay cash dividends. If at any time the Corporation has the

right to pay dividends in cash or shares of Common Stock, the Corporation must provide the Holders with at least 10 Trading Days’

notice of its election to pay a regularly scheduled dividend in shares of Common Stock (the Corporation may indicate in such notice that

the election contained in such notice shall continue for later periods until revised by a subsequent notice). If at any time the Corporation

delivers a notice to the Holders of its election to pay the dividends in shares of Common Stock, the Corporation shall timely file a

prospectus supplement pursuant to Rule 424 disclosing such election. The aggregate number of shares of Common Stock otherwise issuable

to a Holder on a Dividend Payment Date shall be reduced by the number of shares of Common Stock previously issued to such Holder in connection

with such Dividend Payment Date. If any Dividend Conversion Shares are issued to a Holder in connection with a Dividend Payment Date

and are not applied against a Dividend Share Amount, then such Holder shall promptly return such excess shares to the Corporation.

c) Dividend

Calculations. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30

calendar day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date

whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available

for the payment of dividends. Payment of dividends in shares of Common Stock shall otherwise occur pursuant to Section 6(c)(i)

herein and, solely for purposes of the payment of dividends in shares, the Dividend Payment Date shall be deemed the Conversion

Date. Dividends shall cease to accrue with respect to any Preferred Stock converted, provided that, the Corporation actually

delivers the Conversion Shares within the time period required by Section 6(c)(i) herein. Except as otherwise provided herein, if at

any time the Corporation pays dividends partially in cash and partially in shares, then such payment shall be distributed ratably

among the Holders based upon the number of shares of Preferred Stock held by each Holder on such Dividend Payment Date.

Late Fees. Any dividends, whether paid in cash or shares of Common Stock, that are not paid within three Trading Days following

a Dividend Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 18% per annum

or the lesser rate permitted by applicable law which shall accrue daily from the Dividend Payment Date through and including the date

of actual payment in full.

e) Other

Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall

redeem, purchase or otherwise acquire directly or indirectly any Junior Securities. So long as any Preferred Stock shall remain

outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any

distribution upon (other than a dividend or distribution described in Section 6 or dividends due and paid in the ordinary course on

preferred stock of the Corporation at such times when the Corporation is in compliance with its payment and other obligations

hereunder), nor shall any distribution be made in respect of, any Junior Securities as long as any dividends due on the Preferred

Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or

otherwise) of any Junior Securities or shares pari passu with the Preferred Stock.

Section

4. Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have

no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative

vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences

or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock

ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari

passu with, the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely

affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with

respect to any of the foregoing.

Section

5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a

“Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the

Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated

damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution

or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay

in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in

accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A

Fundamental Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not

less than 45 days prior to the payment date stated therein, to each Holder.

Section

6. Conversion.

a) Conversions

at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the

Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set

forth in Section 6(d) and Section 6(e)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion

Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex

A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock

to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred

Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be

prior to the date the applicable Holder delivers by .pdf via email such Notice of Conversion to the Corporation (such date, the

“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be

the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be

required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or

mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the

certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented

thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock

promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance

with the terms hereof shall be canceled and shall not be reissued.

b) Conversion

Price. The conversion price for the Preferred Stock shall equal $6.10, subject to adjustment herein (the “Conversion

Price”); provided that in connection with each exercise of a Greenshoe Right pursuant to Section 2.4 of the Purchase

Agreement in the event that 90% of the arithmetic average of the five (5) lowest Trading Prices during the 10 Trading Days

immediately prior to such exercise of a Greenshoe Right is less than the then Conversion Price (each such price, the

“Adjusted Price”), the Conversion Price shall thereafter be reduced to equal the Adjusted Price, subject to

further adjustment hereunder, provided further that the reduced Adjusted Price shall not, in the first instance, be subject to a

floor, provided, however, that if the Company receives written notice from Nasdaq that a floor price should be implemented, the

reduced Adjusted Price shall in all events be subject to a floor of $1.282 (the “Floor Price”) (subject to

adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the Original Issue Date and

provided that if (i) the Company has received written notice from Nasdaq that a floor price should be implemented and (ii) the

Adjusted Price is less than the Floor Price, then the Adjusted Price shall equal the Floor Price). The Corporation shall give

written notice to all Holders within one Trading Day of the receipt of each such exercise of a Greenshoe Right along with the

Adjusted Price.

Mechanics of Conversion.

i. Delivery

of Conversion Shares Upon Conversion. Not later than the earlier of (i) on (1) Trading Day and (ii) the number of Trading Days

comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery

Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion

Shares being acquired upon the conversion of the Preferred Stock (including, if the Corporation has given continuous notice pursuant

to Section 3(b) for payment of dividends in shares of Common Stock at least 10 Trading Days prior to the date on which the Notice of

Conversion is delivered to the Corporation, shares of Common Stock representing the payment of accrued dividends otherwise

determined pursuant to Section 3(a) but assuming that the Dividend Notice Period is the 10 Trading Days-period immediately prior to

the date on which the Notice of Conversion is delivered to the Corporation and excluding for such issuance the condition that the

Corporation deliver the Dividend Share Amount as to such dividend payment prior to the commencement of the Dividend Notice Period)

which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date (with respect

to the shares of Common Stock registered for resale pursuant to a Conversion Shares Registration Statement), shall be free of

restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement), and (B) a bank

check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in

cash). On or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date (with respect

to the shares of Common Stock registered for resale pursuant to a Conversion Shares Registration Statement), the Corporation shall

deliver the Conversion Shares required to be delivered by the Corporation under this Section 6 electronically through the Depository

Trust Company or another established clearing corporation performing similar functions. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Corporation’s

primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Conversion.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as

directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the

Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the

Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder

shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of

Conversion.

iii. Obligation

Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon

conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or

inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment

against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any

breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged

violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such

obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however,

that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such

Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not

refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been engaged in any

violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or

enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation

posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which is subject to

the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the

proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the

Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to

deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such conversion, the

Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of

Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day and increasing to

$200 per Trading Day on the sixth Trading Day after the Share Delivery Date) for each Trading Day after the Share Delivery Date

until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to

pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such

Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a

decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to

enforce damages pursuant to any other Section hereof or under applicable law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the

Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date

pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an

open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver

in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion

relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in

addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total

purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate

number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual

sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and

(B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of

Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the

number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements

under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a

Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the

Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause

(A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the

Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the

Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies

available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of

Preferred Stock as required pursuant to the terms hereof.

Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available

out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and

payment of dividends on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase

rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than the Required Minimum (as defined

in the Purchase Agreement). The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be

duly authorized, validly issued, fully paid and nonassessable and, if a Conversion Shares Registration Statement is then effective under

the Securities Act, shall be registered for public resale to the extent covered by and in accordance with such Conversion Shares Registration

Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).

vi.

Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred

Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with

the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional

shares of Preferred Stock.

vii.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock

and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting

the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion

and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for

same-day electronic delivery of the Conversion Shares.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the

right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the

applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group

together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would

beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,

the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the

number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being

made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted

Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise

or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on

conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the

Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the

preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of

the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section

6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder

together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole

discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of

whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any

Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the

Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the

Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth

in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange

Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of

outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most

recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case

may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the

Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,

the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then

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

conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates or

Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the

applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions

of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99%

of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such

increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered

to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any

portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this

paragraph shall apply to a successor holder of Preferred Stock.

e) Issuance

Limitations. Notwithstanding anything herein to the contrary, if the Corporation has not obtained Shareholder Approval, then the

Corporation may not issue, upon conversion of the Preferred Stock, a number of shares of Common Stock which, when aggregated with

any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with any

conversion of Preferred Stock issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued

pursuant to the Purchase Agreement and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer

as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 360,695 shares of Common

Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the

“Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient

obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all

Preferred Stock issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the

Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably

in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to

such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum. For

avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered

broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii)

above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless

and until such Shareholder Approval is obtained and effective.

Section

7. Certain Adjustments.

Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock

dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other

Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon

conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number

of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,

or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then

the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding

any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of

shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective

immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become

effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Equity Sales. If, at any time while this Preferred Stock is outstanding, the Corporation or any Subsidiary, as applicable,

sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any

sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire

shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base

Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common

Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,

floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection

with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price,

such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously

with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the

Base Conversion Price. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance.

If the Corporation enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Corporation

shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities

may be converted or exercised. The Corporation shall notify the Holders in writing, no later than the Trading Day following the issuance

of any Common Stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable issuance price, or applicable

reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).

For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this Section 7(b), upon

the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion

Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in

the Notice of Conversion. In addition, notwithstanding anything to the contrary contained herein, whether or not the Corporation provides

a Dilutive Issuance Notice pursuant to this Section 7(b), to the extent a Holder submits a Notice of Conversion on the Trading Day on

which a Dilutive Issuance is triggered, but prior to the time at which such Dilutive Issuance is effected, the Holder shall be entitled

to receive, no later than the Trading Day following the date such Dilutive Issuance is triggered, such additional number of Conversion

Shares equal to the difference between: (i) the Conversion Amount stated in the Notice of Conversion submitted on such Trading Day divided

by the Base Conversion Price and (ii) the number of Conversion Shares the Holder was entitled to receive prior to such Dilutive Issuance

as set forth under “the Number of shares of Common Stock to be Issued” in the applicable Notice of Conversion.

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues

or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares 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 such Holder’s Preferred Stock

(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such

record is taken, the date as of which the record holders of 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 exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares in

excess of the Issuable Maximum, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or

beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to

such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares in excess of the Issuable

Maximum).

d) Pro

Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend

or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of

capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a

“Distribution”), at any time after the issuance of this Preferred Stock, then, in each such case, the Holder

shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Preferred Stock (without regard to

any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date

of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that

the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation or the Corporation’s issuance of shares in excess of the Issuable Maximum, then the Holder shall not be entitled to

participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such

Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such

time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or the

Corporation’s issuance of shares in excess of the Issuable Maximum).

Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,

in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation

(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance

or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,

purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders

of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by

the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly

or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

acquires more than 50% of the outstanding shares of Common Stock (each a “Fundamental Transaction”), then, upon any

subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have

been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation

in Section 6(d) and Section 6(e) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or

acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock

for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in

Section 6(d) and Section 6(e) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the

Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion

Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate

Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental

Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this

Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor

to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms

and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’

right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental

Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the

obligations of the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Purchase

Agreement) in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory

to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option

of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock)

prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital

stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value

of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting

the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably

satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall

succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate

of Designation and the other Transaction Documents referring to the “Corporation” shall refer instead to the Successor Entity),

and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate

of Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation

herein.

Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

Notice to the Holders.

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation

shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a

brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)

the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase

any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required

in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any

sale or transfer of all or substantially all of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or

any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation

shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each

case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred

Stock, and shall cause to be delivered by email to each Holder at its last email address as it shall appear upon the stock books of

the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice

stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or

warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such

dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is

expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,

cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided

that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains,

material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion

Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

8. Negative Covenants. As long as any shares of Preferred Stock are outstanding, unless the Required Holders shall have

otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness;

other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of

its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that

materially and adversely affects any rights of the Holder;

repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common

Stock, Common Stock Equivalents or Junior Securities, other than as to (i) the Conversion Shares or Warrant Shares as permitted or

required under the Transaction Documents and (ii) repurchases of Common Stock or Common Stock Equivalents of departing officers and

directors of the Corporation, provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and

directors for so long as the Preferred Stock is outstanding;

pay cash dividends or distributions on Junior Securities of the Corporation;

enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with

the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the

disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval);

enter into any factoring agreement, merchant cash advance agreement, revenue-based financing or similar arrangement whereby the

Corporation receives funds from any third party against future product or services sales.

enter into any agreement with respect to any of the foregoing.

Section

9. Miscellaneous.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized

overnight courier service, addressed to the Corporation, at 505 Montgomery Street, 10th Floor, San Francisco, CA 94111, Attention:

Secretary, e-mail address Alan.Urban@gtbiopharma.com, or such other e-mail address or address as the Corporation may specify for such

purposes by notice to the Holders delivered in accordance with this Section 9. Any and all notices or other communications or deliveries

to be provided by the Corporation hereunder shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally

recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books

of the Corporation, or if no such e-mail address or address appears on the books of the Corporation, at the principal place of business

of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given

and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail attachment at

the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the

date of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address set forth in this Section

on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom

such notice is required to be given.

Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair

the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest,

as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen

or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,

or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so

mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of

the ownership hereof reasonably satisfactory to the Corporation.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions

contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,

shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan

(the “New York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction

of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby

or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and

agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York

Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any

and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions

contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate

of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’

fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver.

Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be

construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of

Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term

of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other

Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on

any other occasion. Any waiver by the Corporation or a Holder must be in writing.

f) Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of

Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain

applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due

hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered

to equal the maximum rate of interest permitted under applicable law.

g) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation

and shall not be deemed to limit or affect any of the provisions hereof.

Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement.

If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of

authorized but unissued shares of preferred stock and shall no longer be designated as its Series M 10% Convertible Preferred Stock.

j) Amendments.

This Certificate of Designations or any provision thereof may be amended by obtaining the written consent of the majority of the

Holders of the Preferred Stock issued and outstanding on such date to the fullest extent permitted by the certificate of

incorporation of the Corporation then in effect and applicable Delaware law.

*********************

RESOLVED,

FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be

and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations

in accordance with the foregoing resolution and the provisions of Delaware law.

WITNESS WHEREOF, the undersigned have executed this Certificate this 14th day of September, 2026.

/s/ Michael Breen

/s/ Alan Urban

Name: Michael Breen

Name: Alan Urban

Title: Executive Chairman and

Title: Chief Financial Officer

Chief Executive Officer

ANNEX

NOTICE

OF CONVERSION

(To

be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The

undersigned hereby elects to convert the number of shares of Series M 10% Convertible Preferred Stock indicated below into shares of

common stock, par value $0.001 per share (the “Common Stock”), of GT Biopharma, Inc., a Delaware corporation (the

“Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to

be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto

and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement.

No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion

calculations:

Date

to Effect Conversion: ________________________________________________________________

Number

of shares of Preferred Stock owned prior to Conversion: ___________________________________

Number

of shares of Preferred Stock to be Converted: ____________________________________________

Stated

Value of shares of Preferred Stock to be Converted: ________________________________________

Number

of shares of Common Stock to be Issued: ______________________________________________

Applicable

Conversion Price:______________________________________________________________

Number

of shares of Preferred Stock subsequent to Conversion: ____________________________________

Address

for Delivery: ______________________

DWAC

Instructions:

Broker

no: _________

Account

no: ___________

[HOLDER]

By:

Name:

Title:

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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

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

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Biopharma, Inc.

Warrant

No.: _______

Warrant

Shares: _______

Issue

Date: September 14, 2026

THIS

COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after September 14, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on September 14, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from

GT Biopharma, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder,

the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be

equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated September 14, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records

showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice

of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge

and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the

number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $6.10, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on

a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular

trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,

(ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)

within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice

of Exercise is delivered during “regular trading hours,” or with two (2) hours after the close of “regular trading

hours,” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof after two (2) hours following the close of

“regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder;

and

(X)

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Company and reasonably acceptable to the Purchasers of a majority in interest of the Securities then outstanding, the fees

and expenses of which shall be paid by the Company.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by

the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Company and reasonably acceptable to the Purchasers of a majority in interest

of the Securities then outstanding, the fees and expenses of which shall be paid by the Company.

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

Notwithstanding

anything herein to the contrary, in the event that any cashless exercise pursuant to this paragraph would otherwise cause the Holder

to exceed the Beneficial Ownership Limitation, the Company shall only issue such number of Warrant Shares to the Holder that would not

cause the Holder to exceed the maximum number of Warrant Shares permitted pursuant to the Beneficial Ownership Limitation, as directed

by the Holder, with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued

in compliance with such Beneficial Ownership Limitation.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 (assuming cashless exercise of this Warrant), and otherwise by physical delivery of a certificate, registered in

the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is

entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of

(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the

Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”); provided, however, that the aggregate Exercise Price has been delivered to the Company by the Warrant Share Delivery

Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record

of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier

of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice

of Exercise. If the Holder duly exercises this Warrant pursuant to Section 2(a) hereof and the Company fails for any reason to deliver

to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder,

in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of

the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third

Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares

are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program

so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the

standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the

Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure

compliance with this restriction, Holder will be deemed to represent to the Corporation each time it delivers a Notice of Exercise that

such Notice of Exercise has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify

or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined

in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section

2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common

Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)

a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth

the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading

Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding

shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including

this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of

Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the number of shares of

the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this

Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section

2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions

of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st

day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective

or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable

to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then

the Company may not issue, upon exercise of this Warrant, in whole or in part, a number of shares of Common Stock which, when aggregated

with any shares of Common Stock issued on or after the Issue Date and prior to the exercise of this Warrant, in whole or in part, (i)

in connection with any conversion of Series M 10% Convertible Preferred Stock (the “Preferred Stock”) issued pursuant

to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in

connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities

pursuant to the Purchase Agreement, would exceed 360,695 shares of Common Stock (subject to adjustment for forward and reverse stock

splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Holder shall be entitled

to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of Holder’s Preferred

Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date (as defined in the Certificate of Designation

of Preferences, Rights and Limitations of Preferred Stock of the Company) to all holders of Preferred Stock. In addition, Holder may

allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion

shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued

to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable

Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any

registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause

(iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless

and until such Shareholder Approval is obtained and effective.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,

shall sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose

of or issue (or announce any offer, sale, grant or any option to purchase or other disposition), including but not limited, to the exercise

of the Greenshoe Rights pursuant to Section 2.4 of the Purchase Agreement, any Common Stock or Common Stock Equivalents, at an effective

price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances

collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common

Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,

exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,

be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall

be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously

with the consummation (or, if earlier, the announcement) of each Dilutive Issuance, the Exercise Price shall be reduced and only reduced

to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise

Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price

prior to such adjustment. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect

of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed

issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price,

or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).

For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the

occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless

of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate

Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion

price or exercise price at which such securities may be issued, converted or exercised. If any shares of Common Stock or Common Stock

Equivalents 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 cash received by the Company therefor. If any shares of Common Stock or Common Stock Equivalents are issued or sold

for 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 or Common Stock (including Common Stock transferred from existing

third-party stockholder), in which case the amount of consideration received by the Company will be the volume weighted average price

of such publicly traded securities on the date of receipt of such publicly traded securities. The fair value of any consideration other

than cash or publicly traded securities will be reasonably and in good faith determined jointly by the Company and the Purchasers of

a majority in interest of the Securities then outstanding. 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) Business Days after the tenth (10th) day following the Valuation Event by an independent appraiser selected in good faith

by the Company and reasonably acceptable to the Purchasers of a majority in interest of the Securities then outstanding, the fees and

expenses of which shall be paid by the Company. The determination of such appraiser shall be final and binding upon all parties absent

manifest error.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares 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 exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of 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 exceeding the Beneficial

Ownership Limitation or the Corporation’s issuance of shares in excess of the Issuable Maximum, then the Holder shall not be entitled

to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase

Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its

right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares

in excess of the Issuable Maximum).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation or the Corporation’s issuance of shares in excess of the Issuable Maximum, then the

Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common

Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit

of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation

or the Corporation’s issuance of shares in excess of the Issuable Maximum). To the extent that this Warrant has not been partially

or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit

of the Holder until the Holder has exercised this Warrant.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock

or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the

date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder

an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within

the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive

from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value

of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection

with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the

holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental

Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration

in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes

Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function

on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)

a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement

of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility

as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in

such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,

if any, being offered in such Fundamental Transaction, (D) a remaining option time equal to the time between the date of the public announcement

of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black

Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five

Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause

any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with

the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved

by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the

Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form

and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or

its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to

any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the

exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant

to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise

price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation

of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor

Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto

and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and

the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,

had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares

and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to

the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly

assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or the Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock

an amount of shares at least equal to the Required Minimum (as defined in the Purchase Agreement). The Company further covenants that

its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant

Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary

to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any

requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may

be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Biopharma, Inc.

By:

Name:

Alan

Urban

Title:

Chief

Financial Officer

NOTICE

OF EXERCISE

To:

GT Biopharma, Inc.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:___________________

Holder’s

Address:___________________

EX-4.2

Filename: ex4-2.htm · Sequence: 4

Exhibit

4.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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

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

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK VESTING WARRANTS

Biopharma, Inc.

Warrant

No.: _______

Warrant Shares: _______

Issue Date: September 14, 2026

THIS

COMMON STOCK VESTING WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after September 14, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on the five-year anniversary of the date that the applicable Warrant Shares vest hereunder (each, a “Termination

Date”) but not thereafter, to subscribe for and purchase from GT Biopharma, Inc., a Delaware corporation (the “Company”),

up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however,

the exercisability of this Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns)

exercise of such Holder’s Greenshoe Rights pursuant to Section 2.4 of the Purchase Agreement compared with all Greenshoe Securities

issuable to the Holder pursuant to the Greenshoe Right pursuant to Section 2.4 of the Purchase Agreement (“Vesting Schedule”).

By way of example, if the Holder exercises all of its Greenshoe Rights pursuant to Section 2.4 of the Purchase Agreement, all Warrant

Shares hereunder may be exercised by the Holder and if the Holder exercises half of its Greenshoe Rights, only half of the Warrant Shares

hereunder may be exercised by the Holder until such time that the Holder exercises additional Greenshoe Rights pursuant to Section 2.4

of the Purchase Agreement. Notwithstanding anything herein to the contrary, the purchase price of one share of Common Stock under this

Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated September 14, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date in accordance with the Vesting Schedule and on or before the applicable Termination Date

by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form

annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading

Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the

Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s

check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable

Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee

or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and

this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within

three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant

resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and

the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver

any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance

of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the

Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount

stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $6.10, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise

is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof

on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated

under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal Trading Market

as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the

Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,”

or with two (2) hours after the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section

2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.