Form 8-K

8-K — Zeo Energy Corp.

Accession: 0001213900-26-068775

Filed: 2026-06-15

Period: 2026-06-09

CIK: 0001865506

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0294808-8k_zeo.htm (Primary)

EX-10.01 — NOTE PURCHASE AGREEMENT DATED JUNE 9, 2026 (ea029480801ex10-1.htm)

EX-10.02 — FORM OF CONVERTIBLE NOTE (ea029480801ex10-2.htm)

EX-10.03 — REGISTRATION RIGHTS AGREEMENT DATED JUNE 9, 2026 (ea029480801ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294808-8k_zeo.htm · Sequence: 1

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0001865506

2026-06-09

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2026-06-09

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2026-06-09

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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):

June 9, 2026

ZEO ENERGY CORP.

(Exact name of registrant as specified in its

charter)

Delaware

001-40927

98-1601409

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7625 Little Rd, Suite 200A

New Port Richey, FL

34654

(Address of principal executive offices)

(Zip Code)

(727) 375-9375

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

ZEO

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment

ZEOWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Note Purchase Agreement

On June 9, 2026, Zeo Energy Corp., a Delaware

corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (“White Lion”),

entered into a Note Purchase Agreement (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the

Company agreed to issue, and White Lion agreed to purchase, at one or more closings, on the terms and conditions contained in the Note

Purchase Agreement, unsecured promissory notes in an aggregate funded amount of up to $7,500,000 (each a “Convertible Note,”

and, collectively, the “Convertible Notes”). The first closing occurred on June 9, 2026 (the “First Closing”),

in which the Company issued to White Lion a Convertible Note in the principal amount of $1,670,000 for gross proceeds to the Company of

$1,500,000. Additional closings for up to $6,000,000 of gross proceeds to the Company may occur at any time prior to June 9, 2027 upon

the mutual written agreement of the Company and White Lion, subject to customary closing conditions. Any Convertible Notes issued at a

subsequent closing will be issued with an original issue discount of 10%.

The Convertible Notes mature 24-months from the

date of issuance and accrue interest at an annual rate of five percent (5%) per annum. The Convertible Notes are convertible, in whole

or in part, into shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”

and the shares of Class A Common Stock issuable upon conversion of the Convertible Notes, the “Conversion Shares”),

at the option of White Lion, at a price per share equal to the greater of (i) $0.50 per share (the “Floor Price”) and

(ii) the lesser of (A) the Nasdaq Minimum Price (as defined under Nasdaq rules) and (B) the lowest daily volume weighted average price

of the Class A Common Stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date

multiplied by 95% (the “Conversion Price”). The Conversion Price is subject to adjustment upon forward and reverse

stock splits, distributions and the like and is also subject to adjustment upon a dilutive issuance by the Company where the Company receives

per share consideration at a price below the then effective Conversion Price. The Floor Price will no longer apply to the Conversion Price

if: (i) the Company completes a subsequent equity raise with any party other than White Lion below $0.50, (ii) the average of the volume

weighted average prices of the Class A Common Stock for thirty (30) consecutive trading days is less than $0.50 nor (iii) an event of

default occurs.

The Convertible Notes are subject to customary

events of default including, but not limited to, the Company’s failure to make principal and interest payments when due, the Company’s

failure to timely issue Conversion Shares upon conversion of the Convertible Notes, the breach of any covenants, representations or warranties

contained in the Note Purchase Agreement, the Convertible Notes or the RRA (as hereinafter defined), in the event of certain monetary

judgments against the Company, upon a bankruptcy or liquidation of the Company, the delisting of the Class A Common Stock, the failure

to timely comply with the reporting requirements of the Exchange Act of 1934, as amended, and such other events of default included in

the Convertible Notes. Upon an event of default, subject to any applicable cure period, the principal amount of the Convertible Notes

will automatically be increased to an amount equal to (x) 120% multiplied by the then outstanding principal amount of this Note plus (y)

accrued and unpaid interest on the unpaid principal amount of the Convertible Note to the date of payment and the full amount under the

Convertible Notes will become due and payable to White Lion.

The Convertible Notes contain ownership limitations

pursuant to which White Lion does not have the right to exercise any portion of its Convertible Notes if it would result in White Lion

(together with its affiliates) beneficially owning more than 4.99% (or, at the election of White Lion, 9.99%) of the outstanding into

Class A Common Stock of the Company. The Convertible Notes are repayable by the Company at any time, in whole or in part, without premium

or penalty; provided however, that prior to any prepayment the Company must provide at least 5 business days’ written notice to

White Lion desire to prepay specifying the date of prepayment (the “Prepayment Date”) and prior to the Prepayment Date,

White Lion may exercise any of its rights under the Convertible Notes, including without limitation its conversion rights. Upon an event

of default, the outstanding principal amount of the outstanding Convertible Notes, plus accrued but unpaid interest will become immediately

due and payable in full. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible

Notes, failure to perform covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.

Pursuant to applicable Nasdaq rules and the Note

Purchase Agreement, in no event may the shares issued to White Lion under the Note Purchase Agreement upon the conversion of the Convertible

Notes exceed 19.99% of the Company’s outstanding shares of Class A Common Stock immediately prior to the First Closing (the “Conversion

Cap”). Any conversion or issuance, or portion thereof, that would otherwise exceed the Conversion Cap shall be void ab initio,

and the number of shares of Class A Common Stock to be issued in connection with any such conversion or issuance shall be automatically

reduced to the maximum number of shares issuable without exceeding the Conversion Cap, unless the Company obtains stockholder approval

to issue shares of Class A Common Stock in excess of the Conversion Cap in accordance with applicable Nasdaq rules. Under the Note Purchase

Agreement, the Company is obligated to seek stockholder approval for issuances to White Lion above the Conversion Cap within 60 days from

June 9, 2026.

Pursuant to the Note Purchase Agreement and the

outstanding Convertible Note, the Company is also subject to a most favored nation clause and restrictions on its ability to complete

variable rate debt securities and enter equity lines of credit with providers other than White Lion without White Lion’s prior consent.

Concurrently with the Note Purchase Agreement,

the Company entered into a related Registration Rights Agreement (the “RRA”) with White Lion, pursuant to which the

Company agreed to file, within 30 days following the First Closing, a Registration Statement with the Securities and Exchange Commission

covering the resale by White Lion of Conversion Shares. The RRA also contains usual and customary damages provisions for failure to file

and failure to have the Registration Statement declared effective by the SEC within the time periods specified therein.

The Note Purchase Agreement, the Convertible Notes

and the Registration Rights Agreement include other customary terms and conditions. The above description of the Note Purchase Agreement,

the Convertible Notes, and the Registration Rights Agreement are qualified in their entirety by the text of the Note Purchase Agreement,

Form of Convertible Note, and Registration Rights Agreement copies of which are attached as Exhibits 10.1, 10.2, and 10.03, respectively,

to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01

of this Current Report on Form 8-K with respect to the issuance of the Convertible Notes is hereby incorporated by reference into this

Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above under Item 1.01,

to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of White Lion in the Note

Purchase Agreement, the issuance and sale of Convertible Notes was made in a private placement transaction exempt for registration in

reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The offer and sale of the Convertible Notes, the

issuance of the Conversion Shares have not been registered under the Securities Act or any state securities laws. The Class A Common Stock

may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither

this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the Class

A Common Stock described herein or therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following

exhibits are filed with this Form 8-K:

Exhibit

Number

Description

10.01*

Note Purchase Agreement dated June 9, 2026

10.02*

Form of Convertible Note

10.03*

Registration Rights Agreement dated June 9, 2026

104

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

SIGNATURES

Pursuant to the requirements

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

hereunto duly authorized.

ZEO ENERGY CORP.

Dated: June 15, 2026

By:

/s/ Timothy Bridgewater

Timothy Bridgewater

Chief Executive Officer

EX-10.01 — NOTE PURCHASE AGREEMENT DATED JUNE 9, 2026

EX-10.01

Filename: ea029480801ex10-1.htm · Sequence: 2

Exhibit

10.01

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT

(this “Agreement”), dated as of June 9, 2026 (the “Execution Date”), is entered into

by and between zeo energy corp., a Delaware corporation (the “Company”),

and WHITE LION CAPITAL LLC, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein

shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

WHEREAS, the Company

and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules

and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities

Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Buyer

desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, convertible

promissory notes of the Company, in the form attached hereto as Exhibit A, up to an aggregate funded amount of $7,500,000 as set

forth on the Issuance Schedule attached hereto (each such note, together with any note(s) issued in replacement thereof or as a

dividend thereon or otherwise with respect thereto in accordance with the terms thereof, a “Note”), convertible into

shares (the “Conversion Shares”) of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common

Stock”), pursuant to the terms of the Note.

NOW THEREFORE, in consideration

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF SECURITIES.

(a) Closings.

(i) First Closing. On the First Closing Date (as defined below), the Company shall sell and issue to

the Buyer and the Buyer shall purchase a Note in such principal amount and for such funding amount, as set forth on the Issuance Schedule

under “First Closing” (the “First Closing”), which such funding amount shall be $1,500,000 (the “First

Funding Amount”). The date on which Buyer delivers the First Funding Amount shall be the “First Funding Date.”

(ii) Additional Closings. One or more additional Notes may be issued hereunder at any time and from

time to time during the twelve (12) month period following the Execution Date, up to an aggregate additional funding amount of $6,000,000

(“Additional Notes”), provided that any such issuance may happen only upon the mutual written agreement of the Company

and Buyer following a written request submitted by the Company to the Buyer and, with each Additional Note being in the same form as the

Note and having an original issuance discount of 10%. .

On each Additional Closing

Date (as defined below), the Company shall sell and issue to the Buyer and the Buyer shall purchase an Additional Note in such principal

amount, and for such funding price, agreed to by the Company and the Buyer, and the parties shall immediately amend the Issuance Schedule

with the details of such issuance and record each as an “Additional Closing” in the Issuance Schedule (each a “Additional

Closing”), including details of the applicable funding amount determined by the Buyer for such Additional Closing (the “Additional

Funding Amount”). The date on which Buyer funds any Additional Notes is referred to herein as an “Additional Funding

Date.” Each of the First Funding Date and each Additional Funding Date shall be referred to herein as a “Funding Date.”

Each of the First Funding Amount and each Additional Funding Amount shall be referred to herein as a “Funding Amount.”

Each Additional Note shall be deemed a “Note” for purposes of this Agreement. Each of the First Closing and any Additional

Closing shall be referred to herein as a “Closing”, and the date of each such Closing, a “Closing Date.”

(b) Closing Dates.

(i) Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section

8 below, the date of the purchase, issuance and sale of the Note constituting the First Closing pursuant to this Agreement (the “First

Closing Date”) shall be the Execution Date.

(ii) Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section

8 below, the date of the purchase, issuance and sale of each Note constituting an Additional Closing pursuant to this Agreement (each,

an “Additional Closing Date”) shall be as contemplated by Section 1(a)(ii) above.

of immediately available funds, in accordance with the Company’s written wiring instructions.

2. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer acknowledges, represents, warrants and covenants

to the Company that:

(a) Investment Purpose. As of the Execution Date, the Buyer is purchasing the Securities for its own

account for investment only and not with a view towards the public sale or distribution thereof, except pursuant to sales registered or

exempted from registration under the Securities Act; provided, however, that by making the foregoing representation and

warranty, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose

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

Securities Act.

(b) Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to

it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that

the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements,

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

of the Buyer to acquire the Securities.

with all materials relating to the business, finances and operations of the Company and its subsidiaries and business, and materials relating

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

been afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer

any material non-public information and will not disclose such information unless such information is disclosed to the public prior to

or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer

or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations

and warranties contained in Section 3 below. The Buyer acknowledges that an investment in the Company is speculative and subject

to significant known and unknown risks and uncertainties, and that the Buyer can afford to lose the entire amount of its investment in

the Company.

(d) Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer. This

Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of

the Buyer enforceable in accordance with its terms.

(e) Accredited Investor and Bad Actor Status. The Buyer is (i) an “accredited investor”

as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3) (an “Accredited

Investor”), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii)

able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated

with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection

with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment

in the Securities. Neither the Buyer, nor any of its beneficial owners, directors, managers, members (including managing members), or

executive officers is subject to any of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) through (viii) of

Regulation D under the Securities Act.

(f) General Solicitation. The Buyer is not purchasing the Securities as a result of any advertisement,

article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over

television or radio or presented at any seminar or any other general solicitation or general advertisement.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer

that as of the Execution Date and as of each Closing Date and as of each Funding Date (or as of such other time expressly specified below):

(a) Corporate Governance Compliance:

(i) Issuance of Note and Conversion Shares. Each Note has

been duly authorized and is being validly issued to the Buyer. The Conversion Shares have been duly authorized and fully reserved for

issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free

from all taxes, liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded

to a holder of Common Stock. The Conversion Shares shall not be subject to pre-emptive rights or other similar rights of stockholders

of the Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions

on transfer provided for in the Transaction Documents and under the Securities Act.

(ii) Organization and Qualification. The Company is a corporation

duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Subsidiaries

is an entity duly incorporated or otherwise organized, and, to the extent any Subsidiary is a Material Subsidiary as defined below, such

Subsidiary is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the

requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

Each of the Company and the Material Subsidiaries is not in violation or default of any of the provisions of its respective certificate

or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its Material Subsidiaries

is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which

the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified

or in good standing, as the case may be, have or reasonably be expected to result in a Material Adverse Effect proceeding has been instituted

in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(iii) Authorization; Enforcement. The Company has the requisite

corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The

execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions

contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization

of the Company or its Board of Directors or stockholders is required, except for consent from Company’s preferred shareholder Energy

Spectrum Partners VIII LP, that holds shares of the Company’s Series Class A Convertible Preferred Stock. Each of this Agreement

and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation

of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies

or by other equitable principles of general application.

(iv) Capitalization. As of the Execution Date, the authorized

capital stock of the Company is as set forth in the SEC Documents (as defined below). The Company has filed in its SEC Documents true

and correct copies of the Company’s Certificate of Incorporation as in effect on the Execution Date, the Company’s bylaws,

as in effect on the Execution Date, and the terms of all securities convertible into or exercisable for Common Stock of the Company and

the material rights of the holders thereof in respect thereto.

(v) No Conflicts. The execution, delivery and performance

of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated

hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (a) result

in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational

or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would

become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,

or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any

“lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party,

or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state

securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any

Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations

as would not, individually or in the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of, conflict

with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law, ordinance

or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and will not have

a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization

or order of, or make any filing or registration with, any court or governmental agency in order for it to issue the Conversion Shares

or to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC,

FINRA or state securities filings that may be required to be made by the Company subsequent to Closing).

(b) SEC and Offering Compliance:

(i) SEC Documents. The Company has filed all reports, schedules,

forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act for the Company

to be deemed fully “fully reporting” and “current” and in compliance with the periodic and current reporting

requirements of Section 13 or 15(d) of the Exchange Act, and in compliance with the Rule 144(c)(1) under the Securities Act (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Documents”). The SEC Documents comply in all material respects with the requirements of the Securities Act and

the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC

Documents contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii) Financial Statements. The financial statements of the

Company included in its SEC Documents (the “Financial Statements”) comply as to form and substance in all material

respects with applicable accounting requirements and the published rules and regulations of the SEC as well as other applicable rules

and regulations with respect thereto. Such Financial Statements have been prepared in accordance with generally accepted accounting principles

applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such Financial Statements or the

notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or

summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the

results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments). Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls

appropriate for its size. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other

off balance sheet entity that is not disclosed by the Company in its Financial Statements or otherwise that would be reasonably likely

to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel

with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms

that the Buyer will rely on the foregoing representation in effecting transactions in securities of the Company.

(iii) Acknowledgment Regarding Buyer’s Purchase of Securities.

The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to

the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is neither (i) an officer or director

of the Company or any of its Subsidiaries, nor (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its

Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any

of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and

thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the

transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further

represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent

evaluation by the Company and its representatives.

(iv) No Integrated Offering. Neither the Company, nor any

person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to

buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities to the

Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past,

current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities.

(v) Brokers. No broker is entitled to a commission payable

by the Company in connection with the transactions contemplated by this transaction and the Company has taken no action which would give

rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions

contemplated hereby. Any all fees due to any brokers shall be paid and satisfied by the Company at the Closing.

(vi) Disclosure. All information relating to or concerning

the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant in connection with the transactions

contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary

in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No

event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties,

prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement

by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports

filed under the Exchange Act are being incorporated into a qualified filing pursuant to Regulation of the Securities Act, by the Company

under the Securities Act).

(vii) No Disqualification Events. With respect to Securities

to be offered and sold hereunder in reliance on Rule 506 under the Securities Act (“Regulation D Securities”), none

of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating

in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated

on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company

in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”)

is subject to any of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)(viii) under the Securities Act (each,

a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company

has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has

complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any

disclosures provided thereunder.

(viii) Other Covered Persons. The Company is not aware of any

Person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of

buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(ix) No General Solicitation; Placement Agent. Neither the

Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general

solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither

the Company nor any of its Subsidiaries has engaged any placement agent in connection with the sale of the Securities. In the event that

a broker-dealer or other agent or advisory is engaged by the Company subsequent to the Closing, the Company shall be responsible for

the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for persons engaged

by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby in connection with the sale

of the Securities. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation,

attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

(x) Investment Company Status. The Company is not, and upon

consummation of the sale of the Securities will not be, an “investment company,” a company controlled by an “investment

company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment

company” as such terms are defined in the Investment Company Act of 1940, as amended.

(xi) Transfer Taxes. On the Closing Date, all stock transfer

or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Securities

to be sold to the Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes

will be or will have been complied with.

(xii) Compliance with Rule 15c2-11. On the Closing Date, and

at all times that any of the Securities remain outstanding, the Company shall maintain as publicly available all information required

by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting

to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able

to comply with Rule 15c2-11(a).

(i) Absence of Certain Changes. No event has occurred

that would have a Material Adverse Effect on the Company or any Subsidiary that has not been disclosed in the SEC Documents.

(ii) Absence of Litigation. Except as disclosed in the

SEC Documents, there are no actions, suits, investigations, inquiries or proceedings pending or, to the Knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral

notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect or would require disclosure

under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or decree or award has been issued by or, to the Knowledge

of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect. Except as disclosed

in the SEC Documents there has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation

by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.

(iii) Patents, Copyrights, etc. The Company

and the Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark

registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade

secrets and rights necessary to conduct their respective businesses as now conducted (“Intellectual Property”). None

of the Company’s nor any Subsidiary’s Intellectual Property rights have expired or terminated, or, by the terms and conditions

thereof, could expire or terminate within two years from the Execution Date other than by default under agreements that grant such rights.

The Company does not have any Knowledge of any infringement by the Company and/or any Subsidiary of any material trademark, trade name

rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret

or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others,

and there is no claim, action or proceeding being made or brought against, or to the Company’s Knowledge, being threatened against,

the Company and/or any Subsidiary regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names,

service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material

Adverse Effect.

(iv) Tax Status. The Company and each of its Material Subsidiaries

has made or filed all federal and material state and foreign income and all other material tax returns, reports and declarations required

by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Material Subsidiaries has

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

other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations,

except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes

for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign,

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

(v) Certain Transactions. Except as set forth in the SEC

Documents, none of the officers or directors of the Company or any Subsidiary, and to the Knowledge of the Company, none of the employees

of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services

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

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

or such employee or, to the Knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of

the average of the Company’s total assets at year end for the last two completed fiscal years, other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii)

other employee benefits, including stock option agreements under any stock option plan of the Company.

(vi) Permits; Compliance. The Company and each of its Subsidiaries

is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,

approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively,

the “Company Permits”), and there is no action pending or, to the Knowledge of the Company, threatened regarding suspension

or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or

violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate,

would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any

notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts,

defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

(vii) Environmental Matters. The Company is in compliance

with all applicable Environmental Laws in all respects except where the failure to comply does not have and could not reasonably be expected

to have a Material Adverse Effect. For purposes of the foregoing: “Environmental Laws” means, collectively, the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of 1986,

the Resource Conservation and Recovery Act, the Toxic Substances Control Act, as amended, the Clean Air Act, as amended, the Clean Water

Act, as amended, any other “Superfund” or “Superlien” law or any other applicable federal, state or local statute,

law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning,

the environment or any Hazardous Material.

(viii) Title to Property. Except as disclosed in the SEC

Documents, the Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it and good and

marketable title in all personal property owned by it that is material to the business of the Company and each Subsidiary, in each case

free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company or any Subsidiary and Liens for the payment of federal, state

or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease

by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance with

such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by

the Company or any Subsidiary.

(ix) Internal Accounting Controls. Except as disclosed

in the SEC Documents the Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment

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

general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance

with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing

assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company is in compliance with all

provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it.

(x) Foreign Corrupt Practices. Neither the Company, nor

any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary

has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment

or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government

official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of

1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic

government official or employee.

(xi) Insurance. The Company and each Material Subsidiary

is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the

Company believes to be prudent and customary in the businesses in which the Company and each Material Subsidiary is engaged. Neither

the Company, nor any Material Subsidiary has been refused any insurance coverage sought or applied for, and the Company has no reason

to believe that it or any Material Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially

and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company, taken as a whole.

(xii) No Undisclosed Events, Liabilities, Developments or Circumstances.

Except as set forth in the SEC Documents, the Company and its Subsidiaries have no liabilities or obligations of any nature (whether

accrued, absolute, contingent, unasserted or otherwise and whether due or to become due) other than those liabilities or obligations

that are disclosed in the Financial Statements or which do not exceed, individually in excess of $100,000 and in the aggregate in excess

of $500,000, except for (a) liabilities and obligations incurred in the ordinary course of business since the date of the most recent

Financial Statements that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and

(b) liabilities and obligations that are not required by applicable SEC disclosure requirements to be reflected, reserved against, or

disclosed in the Company’s SEC Documents. The reserves, if any, established by the Company or the lack of reserves, if applicable,

are reasonable based upon facts and circumstances known by the Company on the Execution Date and there are no loss contingencies that

are required to be accrued by the Financial Accounting Standards Board Accounting Standards Codification Topic 450, Contingencies;

Subtopic 450-20, Loss Contingencies, which are not provided for in the Financial Statements.

(xiii) Management. During the past five year period, no current

or former officer or director or, to the Knowledge of the Company, stockholder of the Company or any of its Subsidiaries has been the

subject of any matter that would require disclosure under Paragraph (f) of Rule 401 of Regulation S-K that has not been publicly disclosed.

(xiv) Assets; Title. Each of the Company and its Subsidiaries

has good and valid title to, or a valid leasehold interest in, as applicable, all of its properties and assets, free and clear of all

Liens except (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate

reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation

of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s

liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is

not yet due or delinquent or that are being contested in good faith by appropriate proceedings, and (iv) such as have been disposed of

in the ordinary course of business. To the Company’s Knowledge, all tangible personal property owned by the Company and its Subsidiaries

has been maintained in good operating condition and repair, except (x) for ordinary wear and tear, and (y) where such failure would not

have a Material Adverse Effect. To the Company’s Knowledge, all assets leased by the Company or any of its Subsidiaries are in

the condition required by the terms of the lease applicable thereto during the term of such lease and upon the expiration thereof. To

the Company’s Knowledge, the Company and its Subsidiaries have good and marketable title in fee simple to all real property and

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

in each case free and clear of all liens, encumbrances and defects. Any real property and facilities held under lease by the Company

or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and

do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

(xv) Subsidiary Rights. The Company or one of its Subsidiaries

has the unrestricted right to vote, and to receive dividends and distributions on, all equity securities of its Subsidiaries as owned

by the Company or such Subsidiary.

(xvi) Books and Records. To the Company’s Knowledge,

the books of account, ledgers, order books, records and documents of the Company and its Subsidiaries accurately and completely reflect

all information relating to the respective businesses of the Company and its Subsidiaries, the nature, acquisition, maintenance, location

and collection of each of their respective assets, and the nature of all transactions giving rise to material obligations or accounts

receivable of the Company or its Subsidiaries, as the case may be, except where the failure to so reflect such information would not

have a Material Adverse Effect.

(xvii) Money Laundering. The Company and its Subsidiaries

are in compliance with, and have not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money

laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered

by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled,

“Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed.

Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(d) General

(i) Acknowledgment of Dilution. The Company understands

and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the

Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note is absolute and unconditional

regardless of the dilutive effect that such issuances may have on the ownership interests of other stockholders of the Company.

(ii) Breach of Representations and Warranties by the Company.

If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies

available to the Buyer pursuant to this Agreement, it will be considered an “Event of Default” as defined under the Note.

(iii) Absence of Schedules. In the event that at the Closing

Date, the Company does not deliver and attach hereto any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges

and agrees that (i) each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”,

and (ii) the Buyer has not otherwise waived delivery of such disclosure schedule.

4. GENERAL COVENANTS.

(a) Commercially Reasonable Efforts. The parties shall use their commercially reasonable efforts to

satisfy timely each of the conditions described in Section 7 and 8 of this Agreement.

(b) Use of Proceeds. The Company shall use the proceeds from the sale of the Notes for general corporate

purposes.

Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy

of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within five (5) days after

upload or filing, any filings made in the SEC Documents, (iii) within one (1) day after release, copies of all press releases issued by

the Company or any of its Subsidiaries relating to the transactions contemplated hereby; and (iv) contemporaneously with the making available

or giving to the stockholders of the Company, copies of any notices or other information the Company makes available or gives to such

stockholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any documents set forth in

(ii) above via a recognized wire service shall satisfy the delivery requirements of this Section 4(c).

(d) Listing. The Company shall work in good faith to secure the listing of the Conversion Shares upon

each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to

official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common

Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon exercise of the Note. The Company will

obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Trading Market

and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial

Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.

(e) Corporate Existence. So long as the Buyer beneficially owns any of the Securities, the Company

shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event

of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity

in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection

herewith and (ii) is a publicly traded corporation whose Common Stock is listed or quoted for trading on the Trading Market.

(f) No Integration; Other Investors. The Company shall not make any offers or sales of any security

(other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under

the Securities Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the

purpose of any stockholder approval provision applicable to the Company or its securities.

(g) Failure to Comply with the Exchange Act. So long as the Buyer beneficially owns any of the Securities,

the Company shall comply with the reporting requirements of the Exchange Act and the Company take all action to be subject to the periodic

reporting and other reporting requirements of the Exchange Act as a “public” company.

(h) Breach of Covenants. If the Company breaches any of the covenants set forth in this Section

4, then in addition to any other remedies available to the Buyer pursuant to this Agreement, each such breach will be considered an

“Event of Default” as defined under the Note.

(i) Reservation of Shares. The Company covenants that while the Note remains outstanding, the Company

will reserve from its authorized and unissued Common Stock, three times (3x) the number of shares of Common Stock, free from pre-emptive

rights, that would be issuable upon full, unconditioned conversion of the Notes calculated on the basis of the conversion price in effect

as the First Closing, which such reserved amounts shall be increased by the Company, or upon the written demand of the Buyer, from time

to time. In addition to all other rights in this Agreement and the Notes, in the event that on any date (the “Reserve Depletion

Date”) the Company does not have available enough authorized shares of Common Stock to satisfy any conversion request regarding

the Note, the Company shall first convert as much as would be permitted based on the number of authorized and available shares of Common

Stock and then repay all remaining outstanding amounts owed under the Note in full within thirty (30) days of the Reserve Depletion Date

at the election of the Buyer.

(j) Indemnification. Each party hereto (an “Indemnifying Party”) agrees to indemnify

and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if

any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and

regulations thereunder (an “Indemnified Party”) from and against any Damages, joint or several, and any action in respect

thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach

of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this

Agreement.

5. SPECIAL COVENANTS

(a) Registration Rights. The Company shall file with the SEC , no later than 30 days following the

First Closing Date, a Registration Statement on available Form S-1 or S-3 covering the offering and resale of all of the Conversion Shares

(the “Registration Statement”), as contemplated by the Registration Rights Agreement attached hereto as Exhibit

C (“Registration Rights Agreement”). The Company shall use its commercially reasonable efforts to have the Registration

Statement declared effective by the Commission as soon as reasonably practicable following the filing thereof with the Commission.

(b) Repayment from Proceeds. While any portion of any Note is outstanding, if the Company receives

cash proceeds from the issuance of securities pursuant to the ELOC Agreement; or after 180 days following the Execution Date pursuant

to the exercise of any purchase under any warrants issued by the Company or upon the issuance of any other securities of the Company,

the Buyer shall have the right in its sole discretion to require the Company to immediately apply up to 20% of such proceeds to repay

all or any portion of the outstanding amounts owed under the Note.

information required by paragraph (b) of Rule 15c2-11 of the Exchange Act (as effective on September 26, 2021), as amended, such that

brokers or dealers attempting to publish any quotation for the Common Stock or, directly or indirectly, to submit any such quotation for

publication, shall be able to comply with Rule 15c2-11(a).

(d) Audit. The Company shall maintain an engagement with a PCAOB registered accounting firm at all

times the Securities are outstanding.

(e) Stockholder Approval. The Company will take all actions necessary, including without limitation

the filing of a proposal in a proxy statement, to obtain Stockholder Approval, which shall expressly allow for issuances of all Securities

hereunder. “Stockholder Approval” means the approval of the holders of a majority of the Company’s outstanding

voting Common Stock (or such higher percentage required under the governance documents) to effectuate the transactions contemplated by

this Agreement, the issuance of all of the Securities in excess of the Exchange Cap, subject to appropriate adjustment for any stock dividend,

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

the Common Stock. “Exchange Cap” means that threshold amount of shares that the Company cannot issue to the Buyer related

to this Agreement, and any other agreements with the Buyer, without first obtaining the approval of the Company’s stockholders in

compliance with the rules of the Trading Market. For the avoidance of doubt, the Company shall obtain Stockholder Approval regarding the

issuance to the Buyer of 20% or more of its outstanding shares of Common Stock as required by the NASDAQ stock market rules regarding

the shares of Common Stock issuable under the Note. The Company shall take all action necessary to hold a meeting to obtain Stockholder

Approval within 60 days after the Execution Date. Notwithstanding anything to the contrary in this Agreement or any Note, unless and until

the Company has obtained Stockholder Approval, the Company shall not issue, and the Buyer shall not be entitled to receive, upon conversion

of any Note or otherwise pursuant to this Agreement or any Note, any shares of Common Stock to the extent that such issuance, when aggregated

with all other shares of Common Stock theretofore issued to the Buyer under this Agreement and the Notes, would exceed 19.99% of the Company’s

outstanding shares of Common Stock immediately prior to the applicable Closing (the “Conversion Cap”). Any conversion

or issuance, or portion thereof, that would otherwise exceed the Conversion Cap shall be void ab initio, and the number of shares of Common

Stock to be issued in connection with any such conversion or issuance shall be automatically reduced to the maximum number of shares issuable

without exceeding the Conversion Cap. This Section shall not limit the Company’s obligation to seek Stockholder Approval as set

forth above, and the Conversion Cap shall cease to apply upon receipt of Stockholder Approval. For the avoidance of doubt, shares issued

at or above the Nasdaq Minimum Price (as defined by the Nasdaq listing rules) do not count against the Conversion Cap.

(f) Rollover Rights. So long as any Notes issued hereunder are outstanding, if the Company completes

any single public offering or private placement of its equity, equity-linked or debt securities of greater than $10,000,000 (each, a “Future

Transaction”), the Buyer may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction:

(i) all, or any portion, of the then outstanding principal amount of any Note and any accrued but unpaid interest, including any amounts

that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the

Buyer or the Company, and (ii) any securities of the Company then held by the Buyer, at their fair value (the “Rollover Rights”).

The Company shall give written notice to Buyer as soon as practicable, but in no event less than fifteen (15) days before the anticipated

closing date of such Future Transaction. The Buyer may exercise its Rollover Rights by providing the Company written notice of such exercise

within five (5) business days before the closing of the Future Transaction. In the event the Buyer exercises its Rollover Rights, then

such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such

Future Transaction under the terms of such Future Transaction (except that such terms shall be modified so that Company’s total

cost of capital from Buyer’s purchase consideration placed in the Future Transaction shall not be increased beyond the cost of capital

for the Note under this Agreement) , such that the Buyer will receive securities (excluding warrants) issuable under the Future Transaction.

(g) Future Financings. So long as any Note is outstanding, upon any issuance by the Company or any

of its Subsidiaries of any security with any term more favorable to the holder of such security or with a term (including without limitation

any conversion price) similarly provided to the Buyer in any Note, then the Company shall notify the Buyer of such additional or more

favorable term and such term, at Buyer’s option, shall become a part of the Note and other transaction documents with the Buyer.

The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited

to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock

sale price, private placement price per share, and warrant coverage. When determining whether a Future Financing has a more favorable

interest rate and original issue discount than the Holder, the sum of the interest rate percentage and the original issue discount percentage

(the “Cost of Capital”) for the new security must not exceed 15%; if the Cost of Capital exceeds 15%, the difference

of the Cost of Capital and 15% will be applied to the outstanding balance of the Note. For example, if the Cost of Capital is 16%, the

difference is 1%. If the outstanding balance of the Note is $1,000,000.00; then $10,000 will immediately be added to the balance of the

Note.

(h) Opinion Letter. The Company shall deliver a blanket legal opinion in a form satisfactory to the

Buyer to its Transfer Agent regarding processing the removal of transfer restrictions on the Securities.

(i) Prohibited Transactions. The covenants and restrictions in this section apply only to variable-rate

transactions. The Company covenants and agrees that:

(1) until at least sixty (60) days after the Execution Date,

the Company will not, without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s

sole and absolute discretion, enter into any transaction pursuant to which the Company issues, or agrees to issue, variable-rate convertible

promissory notes or any other form of variable-rate convertible debt securities (an “Additional Debt Transaction”),

unless (a) the cash proceeds received from the investors (not including the Buyer) in such Additional Debt Transaction are equal to or

greater than the then current Funding Amounts invested by the Buyer to the Company under this Agreement and (b) the Company the must

irrevocably afford to the Buyer the right to participate in the Additional Debt Transaction as an investor, on the same terms as each

respective third party investor’s terms at the applicable offering prices thereunder, and immediately provide copies of the pending

transaction documents to the Buyer as soon as they have been prepared.

(2) The Company shall not enter into any equity line of credit

agreement with any other party or enter into any transaction resulting in, or with, any Variable Security Holders, excluding the Buyer,

without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole and absolute discretion

unless the proceeds of such transaction are used first and primarily to repay the Note in full. “Variable Security Holder”

means any holder of any securities of the Company that (A) have or may have conversion rights of any kind, contingent, conditional or

otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common

Stock, and/or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible

preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible

following an event of default, the passage of time, or another trigger event or condition.

(j) Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 5,

and if such breach if curable is not cured within 5 days, then in addition to any other remedies available to the Buyer pursuant to this

Agreement, each such breach will be considered an “Event of Default” as defined under the Note.

6. Transfer Agent Instructions. Prior to registration

of the Conversion Shares under the Securities Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without

any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall

bear the restrictive legend specified in the Note. The Company warrants that: (i) no stop transfer instructions will be given by the Company

to its Transfer Agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to

the extent provided in this Agreement and the Note; (ii) it will not direct its Transfer Agent not to transfer or delay, impair, and/or

hinder its Transfer Agent in transferring (or issuing) (electronically or in certificated form) any certificate for Conversion Shares

to be issued to the Buyer upon conversion of or otherwise pursuant to the Note, as and when required by the Note or this Agreement; and

(iii) it will not fail to remove (or direct its Transfer Agent not to remove or impairs, delays, and/or hinders its Transfer Agent from

removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion

Shares as contemplated by the terms of this Agreement and the Note, as applicable. Nothing in this Section shall affect in any way the

Buyer’s obligations and agreement to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.

If the Buyer provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form, substance and scope

customary for opinions in comparable transactions, to the effect that a public sale or transfer of any Securities may be made without

registration under the Securities Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the

Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly

instruct its Transfer Agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as

specified by the Buyer or, in the sole discretion of the Buyer, the Company shall take all action necessary to ensure that such Common

Stock is transferred electronically as DWAC (as defined in the Note) shares. The Company acknowledges that a breach by it of its obligations

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

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

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

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

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

7. CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL. The obligation of the Company

hereunder to issue and sell any Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each

of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the

Company at any time in its sole discretion:

(a) The Buyer shall have executed this Agreement and delivered the same to the Company.

(b) The Buyer shall have delivered the applicable Funding Amount in accordance with Section 1 above.

of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as

of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements

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

(d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement.

8. CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder

to purchase any Note and fund any such Note at any Closing is subject to the satisfaction, at or before the applicable Closing Date of

each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer

at any time in its sole discretion:

(a) The Company shall have executed this Agreement and delivered the same to the Buyer on the Closing Date.

(b) The Company shall have delivered to the Buyer the duly executed Note in accordance with Section 1

above on the applicable Closing Date.

Closing Date.

(d) [Reserved]

(e) The Company shall have delivered a copy of its Directors’ resolutions relating to the transactions

contemplated hereby, the form of which is reasonably acceptable to the Buyer, on the Closing Date.

(f) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated

by this Agreement, as of the Closing Date.

(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the

Company including but not limited to a change in the Exchange Act reporting status of the Company or the failure of the Company to be

timely in its Exchange Act reporting obligations, as of the Closing Date.

(h) The Company shall have delivered to the Buyer a copy of its certificate of good standing with the State

of Delaware dated within five (5) days of the subject Closing.

(i) The Company shall have delivered a legal opinion to the Transfer Agent regarding the issuance of the Conversion

Shares in form and substance acceptable to the Buyer.

(j) The Company shall have timely filed all of its Annual Reports on Form 10-K and Quarterly Reports on Form

10-Q with the SEC such that each such filing is not deemed late or delinquent pursuant to the rules of the Exchange Act.

(k) The representations and warranties of the Company shall be true and correct in all material respects as

of the date when made and as of the Execution Date and the Closing Date as though made at such time (except for representations and warranties

that speak as of a specific date, which shall be true and correct in all material respects as of such specific date) and the Company shall

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

to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate

or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as

to such other matters as may be reasonably requested by the Buyer, in the form prescribed by the Buyer.

9. GOVERNING LAW; MISCELLANEOUS.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of New York without regard to principles of conflicts of laws. Any dispute, controversy, difference or claim that may arise

between the Company and the Buyer in connection with these Transaction Documents, shall be submitted to binding arbitration governed by

the rules of the American Arbitration Association. The seat of the arbitration shall be in the State and County of New York. There shall

be only one arbitrator selected in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted

in English and may be conducted in a virtual setting. The arbitrator’s decision shall be final and binding and judgment may be entered

thereon.

(b) JURY TRIAL WAIVER. THE COMPANY AND THE BUYER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH

THE TRANSACTION DOCUMENTS.

each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when

counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered

to the other party hereto by electronic mail transmission of a copy of this Agreement bearing the signature of the party so delivering

this Agreement.

(d) Headings. The headings of this Agreement are for convenience of reference only and shall not form

part of, or affect the interpretation of, this Agreement.

(e) Severability. In the event that any provision of this Agreement or of any of the Transaction Documents

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

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

prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(f) Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the

entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein

or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.

No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Buyer and the Company.

(g) Notices. All notices, demands, requests, consents, approvals, and other communications required

or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the

mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges

prepaid, or (d) transmitted by hand delivery, or e-mail, addressed as set forth below or to such other address as such party shall have

specified most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be

given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on

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

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

day following the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully

prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

If to the Company, to:

ZEO ENERGY CORP.

282 River Bend Lane

Provo UT, 84604

Attention: Timothy

Bridgewater, Cheif Executive Officer

E-mail: tim@zeoenergy.com

with a copy (not constituting notice) to:

ELLENOFF GROSSMAN & SCHOLE LLP

1345 Avenue of the

Americas, 11th Floor

New York, NY 10105

Attention: Lawrence

A. Rosenbloom, Esq.

Email: lrosenbloom@egsllp.com

If to the Buyer, to:

WHITE LION CAPITAL LLC

21031 Ventura Blvd #920

Woodland Hills, CA 91364

Attn: Sam Yaffa, Managing Director

E-mail: team@whitelioncapital.com

Either party hereto may from

time to time change its address or e-mail for notices under this Section 9(g) by giving prior written notice of such changed address

to the other party hereto.

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties

and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder

without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person

that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under

the Exchange Act, without the consent of the Company.

(i) Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and

their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other

person.

(j) Survival. The representations and warranties of the Company and the agreements and covenants set

forth in this Agreement shall survive the Closings hereunder as well as the termination/satisfaction of the Note for 24 months after the

termination/satisfaction of each Note, except that representations and warranties with respect to authority to enter into the Agreement

shall survie the longest period allowable under applicable law. The Company agrees to indemnify and hold harmless the Buyer and all their

officers, directors, employees and agents for loss or damage arising as a result of or related to any breach by the Company of any of

its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement,

including advancement of expenses as they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all its officers,

directors, employees and agents for loss or damage arising as a result of or related to any breach by the Buyer of any of its representations,

warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement

of expenses as they are incurred.

(k) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such

further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other

party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the

transactions contemplated hereby.

(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen

by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m) Remedies.

(i) The Company acknowledges that a breach by it of its obligations

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

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

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

to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions

restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the

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

(ii) In addition to any other remedy provided herein or in any

document executed in connection herewith, the Company shall pay the Buyer for all costs, fees and expenses in connection with any arbitration,

litigation, contest, dispute, suit or any other action to enforce any rights of the Buyer against the Company in connection herewith

if the Buyer is the prevailing party in such dispute, including, but not limited to, costs and expenses and attorneys’ fees, and

costs and time charges of counsel to the Buyer.

(n) Publicity. The Company and the Buyer shall have the right to review a reasonable period of time

before issuance of any press releases, SEC, Trading Market, or FINRA filings, or any other public statements with respect to the transactions

contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to

make any SEC, Trading Market or FINRA filings with respect to such transactions as is required by applicable law and regulations (although

the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with

a copy thereof).

(o) Company Protections. Except as may be permitted in connection with the transactions contemplated

by the ELOC Agreement (and at all times in accordance with the terms of the ELOC Agreement), Buyer shall not engage in short sales

or hedging transactions involving Company securities while any Note is outstanding..

10. DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings

specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled

by, or is under common control with, such Person, and the term “control” (including the terms “controlled by”

and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction

of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Common Stock Equivalents”

shall mean any securities of the Company entitling the holder thereof to acquire at any time shares of Common Stock, including, without

limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.

“Damages”

shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements

and costs and expenses of expert witnesses and investigation).

“ELOC Agreement”

means that certain Common Stock Purchase Agreement by and between the Company and Buyer, dated January 27, 2026, as thereafter amended.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Hazardous Material”

means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment

or emission of which is subject to any Environmental Law.

“Knowledge”

including the phrase “to the Company’s Knowledge” shall mean the actual knowledge after reasonable investigation

of the Company’s executive officers and directors.

“Lien”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, pre-emptive right or any other restriction.

“Material Adverse

Effect” means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries

that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or

otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under

any Transaction Document.

“Material Subsidiary”

means any Subsidiary with assets, liabilities or operations that is material to the business, operations, properties or financial condition

of the Company.

“Person”

means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or

political subdivision or an agency or instrumentality thereof.

“Securities”

means, collectively, the Note, the Conversion Shares, and any other securities of the Company issued in connection with or in exchange

for any of the foregoing.

“Subsidiary”

or “Subsidiaries” means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of

Regulation S-K promulgated under the Securities Act.

“Trading Day”

shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading Market”

means the NASDAQ stock market.

“Transaction Documents”

shall mean this Agreement, each Note, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto.

“Transfer Agent”

shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“Transfer Agent Instruction

Letter” means the letter from the Company to the Transfer Agent in the form of Exhibit B attached hereto, or in such

other form approved by the Buyer. .

** signature page follows **

IN WITNESS WHEREOF,

the Buyer and the Company have caused their respective signature page to this Note Purchase Agreement to be duly executed as of the Execution

Date.

COMPANY:

ZEO ENERGY CORP.

By:

/s/ Timothy Bridgewater

Name:

Timothy Bridgewater

Title:

Chief Executive Officer

BUYER:

WHITE LION CAPITAL LLC

By:

/s/ Sam Yaffa

Name:

Sam Yaffa

Title:

Managing Director

** Signature Page to Note Purchase Agreement **

ISSUANCE SCHEDULE

FIRST CLOSING

(1)

(2)

(3)

Buyer

Face

Value of Note

Funding

Amount

White

Lion Capital LLC

$1,670,000

$1,500,000.00

(Cash)

ADDITIONAL CLOSING

(1)

(2)

(3)

Buyer

Face

Value of Note

Funding

Amount

White

Lion Capital LLC

EXHIBITS

A – FORM OF NOTE

B - TRANSFER AGENT INSTRUCTIONS

C – REGISTRATION RIGHTS AGREEMENT

EX-10.02 — FORM OF CONVERTIBLE NOTE

EX-10.02

Filename: ea029480801ex10-2.htm · Sequence: 3

Exhibit 10.02

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES

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

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

(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,

OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT

REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $1,670,000.00

Issue Date: June 9, 2026

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED,

as of June 9, 2026 (the “Issue Date”), Zeo EnerGy corp.,

a Delaware corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay

to the order of White Lion Capital LLC, a Nevada limited liability company, or its

registered and permitted assigns (the “Holder”), the principal amount of $1,670,000.00, payable upon the earlier

of maturity or upon prepayment of this Note as set forth herein. The term “Note” and all references thereto, as used

throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended

or supplemented. This Note shall accrue interest at the rate of 5% on the principal amount of this Note. The maturity date of this

Note shall be the twenty-four (24) month anniversary of the Issue Date (the “Maturity Date”), and is the date upon

which the principal amount, as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note may be

prepaid in whole or in part as explicitly set forth herein. All payments due hereunder (to the extent not converted into Class A Common

Stock of the Company, $0.0001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be

made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to

the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms

of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business

day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date

thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the

term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New

York, New York are authorized or required by law or executive order to remain closed.

Each capitalized term used

herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Note Purchase Agreement, dated June 9, 2026,

between the parties, pursuant to which this Note was originally issued (as amended and/or restated from time to time, the “Purchase

Agreement”). The consideration delivered to the Borrower at the closing for the issuance of this Note is the delivery of the

Funding Amount, as contemplated by the Purchase Agreement.

This Note is free from all

taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar

rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The Company hereby affirms

all of its obligations to the Holder under all of the Transaction Documents and agrees and affirms as follows: (i) that as of the Issue

Date, the Company has performed, satisfied and complied in all material respects with all the covenants, agreements and conditions under

each of the Transaction Documents to be performed, satisfied or complied with by the Company; (ii) that the Company shall continue to

perform each and every covenant, agreement and condition set forth in each of the Transaction Documents and this Note, and continue to

be bound by each and all of the terms and provisions thereof and hereof; (iii) that as of the Issue Date, no default or Event of Default

has occurred or is continuing under the Purchase Agreement, the Note or any other Transaction Documents, and no event has occurred that,

with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under the Purchase Agreement,

the Note or any other Transaction Documents; and (iv) that as of the Issue Date, no event, fact, or other set of circumstances has occurred

which could reasonably be expected to have, cause, or result in a Material Adverse Effect. “Material Adverse Effect”

means any effect on the business, operations, properties, or financial condition of the Company and/or its Subsidiaries that is material

and adverse to the Company and/or such Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially

interferes with the ability of the Company and/or its subsidiaries to enter into and/or perform its obligations under any Transaction

Document.

The Company hereby acknowledges,

represents, warrants and confirms to the Holder that: (i) each of the Transaction Documents executed by the Company are valid and binding

obligations of the Company, enforceable against the Company in accordance with their respective terms; and (ii) no oral representations,

statements, or inducements have been made by Holder, or any agent or representative of Holder, with respect to this Note, any other Note,

the Purchase Agreement, and all other Transaction Documents.

As used herein,

the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase

price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place

as of the Issue Date and as disclosed in the Company’s SEC filings or obligations to trade creditors incurred in the ordinary course

of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money

indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations

of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect

of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into,

and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter

into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise,

to be secured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower,

whether or not the Borrower has assumed or become liable for the payment of such obligation.

The following additional

terms shall also apply to this Note:

ARTICLE

CONVERSION RIGHTS

1.1 Conversion

Right. The Holder shall have the right at any time, and from time to time, on or after the Issue Date until the complete satisfaction

by the Borrower of all amounts owed under this Note to convert all or any part of the outstanding and unpaid principal, interest, fees,

or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists

on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be

changed or reclassified, at the Conversion Price (as defined below) selected by the Holder for any particular conversion, determined as

provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to

convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of

Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned

through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower

subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common

Stock issuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made,

would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (the

“Ownership Limitation”), provided that, the Holder may increase the Ownership Limitation up to 9.99% at its sole discretion

upon sixty-one (61) days prior written notice to the Company. For purposes of the proviso to the immediately preceding sentence, beneficial

ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of

Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the

numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the

form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Company by the Holder in accordance

with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting

in, or reasonably expected to result in, notice) to the Borrower before 8:00 p.m., New York, New York time on such conversion date (the

“Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note,

the sum of (1) the principal amount of this Note to be converted in such Conversion plus (2) at the Holder’s option, accrued

and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date.

1.2 Conversion

Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time, and from

time to time, in any portion at the Conversion Price. The Conversion Price shall be automatically adjusted equitably for stock splits,

stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of

the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:

(a) The

Note is convertible into shares of Common Stock at any time, and from time to time at the Conversion Price then in effect.

(b) Subject

to any adjustments contemplated by this Note, "Conversion Price" means the greater of (i) the Floor Price and (ii) the

lesser of (A) the Nasdaq Minimum Price and (B) the lowest daily VWAP of the Common Stock during the five (5) Trading Day period ending

on the latest complete Trading Day prior to the Conversion Date multiplied by 95%.

“Floor Price”

means $0.50. The Floor Price shall be removed if any of the following events occur: (i) the Borrower completes a subsequent equity raise

with any party other than the Holder below $0.50, (ii) the average of the VWAPs of the Common Stock for thirty (30) consecutive Trading

Days is less than $0.50, and (iii) an Event of Default occurs. For avoidance of doubt, if any of the above events occur, the Floor Price

will no longer apply to the Conversion Price.

“Nasdaq Minimum Price”

means a price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the Execution Date of the Purchase Agreement

or (ii) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the Execution

Date of the Purchase Agreement, as calculated in accordance with the rules of the Trading Market (in such circumstance, for purposes of

the Trading Market, the transaction contemplated hereby would not be "below market" and the Exchange Cap would not apply). “Trading

Day” shall mean any day on which the Common Stock is tradable for any period on the NASDAQ stock market or on the principal

securities exchange or other securities market on which the Common Stock is then being quoted or traded.

Conversion Considerations. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per

share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock

to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares

of the Borrower’s Common Stock have not been delivered within two (2) business days to the Holder after its transmittal of the Notice

of Conversion, the Notice of Conversion may be rescinded by the Holder in its sole discretion. If the trading price cannot be calculated

for such security on such date in the manner provided above, the trading price shall be the fair market value as mutually determined by

the Borrower and the Holder for which the calculation of the trading price is required in order to determine the Conversion Price of such

Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock,

then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion

Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such

additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon

such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by

the Holder to the par value price.

(d) Pro

Rata Conversion; Disputes. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection

with a conversion of this Note, the Borrower shall issue to the Holder the number of shares of Common Stock not in dispute and resolve

such dispute in accordance with this Note.

1.3 Authorized

Shares. The Borrower covenants that during the period the Conversion right exists, the Borrower will reserve from its authorized and

unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the

full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved

three times (3x) the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the

Note in effect from time to time, subject to the Floor Price if applicable) (the “Reserved Amount”). The Borrower represents

that upon issuance, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower

shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which

this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that

thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion

of the outstanding Note. The Borrower (i) represents that it has irrevocably instructed its transfer agent to issue certificates for the

Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to

its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates

for shares of Common Stock in accordance with the terms and conditions of this Note.

Borrower’s failure to

maintain or to replenish the Reserved Amount within two (2) business days of a request of the Holder, shall be an Event of Default under

this Note.

1.4 Method

of Conversion.

(a) Mechanics

of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to

time on or after the Issue Date, by (i) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means

of communication dispatched on the Conversion Date prior to 8:00 p.m., New York, New York time) and (ii) subject to Section 1.4(b),

surrendering this Note at the principal office of the Borrower.

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal

amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and

the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require

physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall,

prima facie, be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this

Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid

and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the

Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates (or electronic shares

via DWAC transfer, at the option of Holder) for the Common Stock issuable upon such conversion within one (1) business day after such

receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender

of this Note) in accordance with the terms hereof.

(d) Obligation

of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the

holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid

interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article

I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the

Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice

of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute

and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to

any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the

enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination,

or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might

otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the

Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 8:00 p.m., New

York, New York time, on such date.

(e) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)

program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4,

the Borrower shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting

the account of Holder’s Prime Broker with DTC (as designated by the Holder in a Notice of Conversion) through its Deposit Withdrawal

At Custodian (“DWAC”) system.

(f) Failure

to Deliver Common Stock Prior to Delivery Deadline. Without in any way limiting the Holder’s right to pursue other remedies,

including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this

Note is not delivered within one (1) business day of the Deadline the Borrower shall pay to the Holder $2,000.00 per day in cash, for

each day beyond the Deadline that the Borrower fails to deliver such Common Stock until the Borrower issues and delivers a certificate

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

upon such Holder’s conversion of any Conversion Amount (under Holder’s and Borrower’s expectation that any damages will

tack back to the Issue Date). Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has

accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which

it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with

the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this

Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to

frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that

the liquidated damages provision contained in this Section 1.4(f) are justified.

(g) Rescindment

of a Notice of Conversion. If (i) the Borrower fails to respond to Holder within one (1) business day from the Conversion Date confirming

the details of Notice of Conversion, (ii) the Borrower fails to provide any of the shares of the Borrower’s Common Stock requested

in the Notice of Conversion within one (1) business day from the date of receipt of the Note of Conversion, (iii) the Holder is unable

to procure a legal opinion required to have the shares of the Borrower’s Common Stock issued unrestricted and/or deposited to sell

for any reason related to the Borrower’s standing, (iv) the Holder is unable to deposit the shares of the Borrower’s Common

Stock requested in the Notice of Conversion for any reason related to the Borrower’s standing, (v) at any time after a missed Deadline,

at the Holder’s sole discretion, or (vi) if there is a trading restriction on the Common Stock on the day of or any day after the

Conversion Date, the Holder maintains the option and sole discretion to rescind the Notice of Conversion with a “Notice of Rescindment.”

1.5 Concerning

the Shares. Until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the 1933

Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that

can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included

in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that

permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE OR SALE

OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED

BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

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

The legend set forth above

shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower

or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the 1933 Act, which

opinion shall be reasonably accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable

upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under

the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date

that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect

to the transfer of securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, and the does

not provide a suitable replacement opinion to the Holder within two (2) business days, it will be considered an Event of Default pursuant

to Section 3.2 of the Note.

1.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of

the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into

any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default

(as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and

as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant

to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership,

association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the

Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect

any transaction described in this Section 1.6(b) unless (a) it first gives at least fifteen (15) days prior written notice of the

record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation,

exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled

to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations

of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share

exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the

Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a

“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of

record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable

to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares

of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Adjustment

Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance

with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration

per share less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a

“Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount

of the consideration per share received by the Borrower in such Dilutive Issuance, subject to the Holder’s other rights under Section

1.2 to select its Conversion Price.

The Borrower shall be deemed

to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including

employee stock option plans or equity-based incentive plans), whether or not immediately exercisable, to subscribe for or to purchase

Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such

warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”)

and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in

effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per

share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any,

received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount

of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities

issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange

thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of

Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further

adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon

the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall

be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether

or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which

Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price

shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock

is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by

the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional

consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become

convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all

such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock

upon conversion or exchange of such Convertible Securities.

For the avoidance

of doubt, notwithstanding any other terms of this Note, if, at any time when this Note is issued and outstanding, (i) the Borrower issues

or sells any shares of Common Stock in an “at-the-market offering” through a registered broker-dealer acting as agent of the

Company at any issuance prices less than the Conversion Price then in effect, then any such issuance may constitute a Dilutive Issuance

and the Conversion Price will be reduced to the amount of the purchase price per share received by the Borrower in such Dilutive Issuance,

subject to the Holder’s other rights under Section 1.2 to select its Conversion Price, but (ii) if the Company issues and

sells any shares of Common Stock under an “equity line” common stock purchase agreement with the Holder or other investor,

for a purchase price per share less than the Conversion Price in effect on the date of such issuance of such shares of Common Stock, then

such issuance shall not constitute a Dilutive Issuance.

(e) Purchase

Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any Convertible Securities or rights to purchase

stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of

Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate

Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete

conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record

is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described

in this Section 1.6, or under Section 1.2 (regarding stock splits, combinations, etc.), the Borrower, at its expense, shall

promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or

readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written

request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the

Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property

which at the time would be received upon conversion of the Note.

1.7 Trading

Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common

Stock is then quoted, listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note more

than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities

market on which the Common Stock is then traded (the “Maximum Share Amount”), subject to equitable adjustment from

time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock

occurring after the Issue Date. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under

applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with

jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the

Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section

3.2 of the Note.

1.8 Status

as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any,

which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share

Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion

of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies

provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms

of this Note. Notwithstanding the foregoing, if a Holder has not received certificates or transmission of such shares pursuant to Section

1.4(e) for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to

a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of

Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted

portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if this Note has

not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall

retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion default payments pursuant to

Section 1.3 to the extent required thereby for such Conversion default and any subsequent Conversion default and (ii) the right

to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.2) for the Borrower’s

failure to convert this Note.

1.9 Prepayment.

Borrower may prepay the amounts outstanding hereunder without penalty and without first obtaining the written consent of the Holder, and

such prepayment may be made by cash, or, with the written consent of the Holder, Borrower’s publicly traded shares of Common Stock,

provided however, that prior to any prepayment the Company must provide at least 5 business days’ written notice to the Holder of

Borrower’s desire to prepay specifying the date of prepayment (the “Preypayment Date”) and prior to the Prepayment Date,

the Holder may exercise any of its rights under this Note, including without limitation its conversion rights.

1.10 Conversion

Cap. Notwithstanding anything to the contrary in this Note or the Purchase Agreement, unless and until the Company has obtained Stockholder

Approval (as defined in the Purchase Agreement), the Borrower shall not issue, and the Holder shall not be entitled to receive, upon conversion

of this Note or otherwise pursuant to this Note, any shares of Common Stock to the extent that such issuance, when aggregated with all

other shares of Common Stock theretofore issued to the Holder under this Note and the Purchase Agreement, would exceed 19.99% of the Borrower’s

outstanding shares of Common Stock immediately prior to the applicable Closing (the “Conversion Cap”). Any conversion,

or portion thereof, that would otherwise cause the issuance of shares of Common Stock in excess of the Conversion Cap shall be void

ab initio, and the number of shares of Common Stock to be issued upon any such conversion shall be automatically reduced to the maximum

number of shares issuable without exceeding the Conversion Cap. The Conversion Cap shall cease to apply upon receipt of Stockholder Approval.

This Section 1.10 is in addition to, and not in limitation of, the Ownership Limitation set forth in Section 1.1 and the Maximum Share

Amount set forth in Section 1.7. For the avoidance of doubt, shares issued at or above the Nasdaq Minimum

Price (as defined by the Nasdaq listing rules) do not count against the Conversion Cap.

ARTICLE

CERTAIN COVENANTS

2.1 Section

3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement

structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act (a “3(a)(9)

Transaction”) or Section 3(a)(10) of the 1933 Act (a “3(a)(10) Transaction”) that adversely affects the Holder’s

rights under this Note or that results in the avoidance or impairment of the Holder’s conversion, repayment, priority, or anti-dilution

rights. In the event that the Borrower does enter into, or makes such an issuance of Common Stock related to a 3(a)(9) Transaction or

a 3(a)(10) Transaction while this Note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this

Note, but not less than Fifteen Thousand Dollars ($15,000.00), will be assessed and will become immediately due and payable to the Holder

at its election in the form of cash payment or addition to the balance of this Note.

2.2 Preservation

of Existence, etc. The Borrower shall maintain and preserve, and cause each of its subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

2.3 Non-circumvention.

The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its Certificate of Incorporation or Bylaws, or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in

good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

2.4 Piggyback

Registration Rights. To the extent, at the applicable time, the shares of Common Stock issuable and issued pursuant to the exercise

of this Note are not registered for resale pursuant to any registration statement contemplated by the Registration Rights Agreement, the

Company shall include on any registration statement or offering statement filed with the SEC, all shares of Common Stock issuable and

issued pursuant to the exercise of this Note (the “Piggyback Rights”), provided, however, that the Piggyback

Rights shall not be applicable to any “universal shelf registration” on Form S-3 (or any prospectus supplement thereto) or

any Registration Statement on Form S-4 or Form S-8. In addition to all other remedies at law or in equity or otherwise in connection with

any breaches under this Note or the other Transaction Documents, failure to do so in compliance with the Piggyback Rights set forth in

this Section 2.4 will result in liquidated damages of $100,000, being immediately due and payable to the Holder at its election

in the form of cash payment.

2.5 Legal

Opinions. If the Holder provides the Company (which shall be at the cost of the Company), with (i) an opinion of counsel in form,

substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of the shares may

be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Holder provides reasonable assurances

that the Conversion Shares can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion

Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such

denominations as specified by the Holder or, in the sole discretion of the Holder, the Company shall take all action necessary to ensure

that such Conversion Shares are transferred electronically as DWAC shares. The Company acknowledges that a breach by it of its obligations

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

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

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

to all other available remedies (including without limitation consequential damages), to an injunction restraining any breach and requiring

immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

ARTICLE

III

EVENTS OF DEFAULT

The occurrence of any of the

following shall each constitute an “Event of Default” with no right to notice or the right to cure except as specifically

stated:

3.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at

the Maturity Date, or upon any granted optional prepayment date, upon acceleration or otherwise. The Borrower shall have a period of five

(5) calendar days from the date of the initial missed payment to cure such default, and the failure to cure within this period shall

constitute an immediate Event of Default.

3.2 Conversion

and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the Conversion rights of the Holder in accordance with the terms of

this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate

for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing)

(electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise

pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays,

and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof)

on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when

required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described

in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations

shall not be rescinded in writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation

of the Borrower to remain current in its obligations to its transfer agent. It shall be an “Event of Default” of this Note,

if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the

option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced

funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

3.3 Breach

of Agreement. The Borrower breaches any covenant, representation, warranty or other term or condition contained in this Note or in

any of the Transaction Documents, including but not limited to the Purchase Agreement. The Borrower shall have a period of five (5)

calendar days after the occurrence to cure such default, and the failure to cure within this period shall constitute an immediate

Event of Default.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or

misleading in any material respect when made.

3.5 Receiver

or Trustee. The Company or any subsidiary of the Company shall make an assignment for the benefit of creditors, or apply for or consent

to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee

shall otherwise be appointed.

3.6 Judgments.

Except with respect to the $500,000 claim filed by Benjamin Securities, Inc. prior to the Issue Date, if any money judgment, writ or similar

process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more

than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the

Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy;

Liquidation. (i) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary

of the Company or the Borrower admits in writing its inability to pay its debts generally as they mature, or have filed against it an

involuntary petition for bankruptcy; or (ii) any dissolution, liquidation, or winding up of Borrower or any substantial portion of its

business occurs.

3.8 Delisting

of Common Stock. The Common Stock shall be delisted from the NASDAQ stock market.

3.9 Failure

to Comply with the Exchange Act. The Borrower shall fail to timely comply with the reporting requirements of the 1934 Act (including

but not limited to becoming delinquent in its filings); and/or the Borrower shall cease to be subject to the reporting requirements of

the Exchange Act; and/or the Borrower shall not have publicly available all information required by paragraph (b) of Rule 15c2-11 of the

Exchange Act (as effective on September 26, 2021), as amended, such that brokers or dealers attempting to publish any quotation for the

Common Stock or, directly or indirectly, to submit any such quotation for publication, shall be able to comply with Rule 15c2-11(a).

3.10 DTC.

In the event that the Company (i) loses its ability to deliver shares via “DWAC/FAST” electronic transfer, or (ii) loses its

stats as “DTC Eligible.”

3.11 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future) or any disposition or conveyance of any material asset of the

Borrower. The Borrower shall have a period of thirty (30) calendar days from receipt of notice from the Holder of an Event of Default

under this Section 3.12 to cure such default, and the failure to cure within this period shall constitute an immediate Event of Default.

3.13 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from

two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would,

by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect

to this Note or the Purchase Agreement. For avoidance of doubt, this Section 3.13 does not include any restated financial statements submitted

by the Company prior to the Issue Date.

3.14 [Reserved]

3.15 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

the effective date of such replacement, a fully executed Transfer Agent Instruction Letter in a form as initially delivered pursuant to

the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

3.16 Cessation

of Trading. Any cessation of trading of the Common Stock on the NASDAQ stock market, and such cessation of trading shall continue

for a period of five consecutive (5) Trading Days.

3.17 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach, non-compliance,

or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, shall, at the option of

the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event

required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default

under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between,

among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder. For the avoidance of doubt,

Other Agreements shall include, without limitation, the Purchase Agreement and the ELOC Agreement. Any loan transactions will be cross-defaulted

with each other loan transaction and with all other existing and future debt of Borrower to the Holder. The Borrower shall have a period

of five (5) calendar days after a breach to cure such default, and the failure to cure within this period shall constitute an

immediate Event of Default.

3.18 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form

8-K pursuant to Regulation FD within the period required by law.

3.19 Unavailability

of Rule 144. If, at any time on or after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter”

from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s

transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s

Common Stock pursuant to Rule 144, and (ii) thereupon deposit such shares into the Holder’s brokerage account; provided, however,

that the Holder acknowledges and agrees that the Borrower is a former “shell company” for purposes of Rule 144, and therefore

any “144 legal opinion letter” shall be qualified as necessary in order to comply with Rule 144..

3.20 Deficiency

Default. If a Deficiency Default occurs.

Upon the occurrence

of any Event of Default specified above, exercisable through the delivery of written notice to the Borrower by such Holders (the “Default

Notice”) the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of

its obligations hereunder, an amount equal to (x) 120% multiplied by the then outstanding principal amount of this Note plus (y)

accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment on the amounts referred to in clauses (x)

and/or (y) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(f) hereof (the then outstanding

principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively

be known as the “Default Amount”).

The Holder shall

have the right at any time, to require the Borrower to immediately issue, in lieu of the Default Amount, the number of shares of Common

Stock of the Borrower equal to the Default Amount divided by the Conversion Price, as elected by the Holder in the Holder’s sole

discretion and identified in the Default Notice.

If the Holder

shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then

if the Holder prevails in such action, the Holder shall be reimbursed by the Borrower for its attorneys’ fees and other costs and

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

ARTICLE

MISCELLANEOUS

4.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

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

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

4.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be delivered as contemplated

by the notice provisions under Section 9(g) of the Purchase Agreement.

4.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder.

4.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors

and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder.

Notwithstanding anything in this Note to the contrary, (i) this Note may be pledged as collateral in connection with a bonafide margin

account or other lending arrangement, and (ii) the Holder may assign this Note and any rights hereunder without the prior written consent

of the Borrower. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion

of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on

the face hereof.

4.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection,

including reasonable attorneys’ fees.

4.6 Governing

Law; Dispute Resolution. This Note shall be governed by and interpreted in accordance with the laws of the State of New York without

regard to the principles of conflicts of law. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM

BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE. Any

dispute, controversy, difference or claim that may arise between the Company and the Holder in connection with this Note; and all claims

arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application or termination

of this Note, shall be submitted to binding arbitration governed by the rules of the American Arbitration Association. The seat of the

arbitration shall be in the State and County of New York. There shall be only one arbitrator selected in accordance with the rules of

the American Arbitration Association. The arbitration shall be conducted in English and may be conducted in a virtual setting. The arbitrator’s

decision shall be final and binding and judgment may be entered thereon. Provided a party has made a sufficient showing under applicable

law, the arbitrator shall have the freedom to invoke, and the parties agree to abide by, injunctive measures that either party submits

in writing for arbitration claims requiring immediate relief. Additionally, nothing in this Section shall preclude either party from seeking

equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary

injunction or other equitable relief, concerning a dispute either prior to or during arbitration if necessary to protect the interests

of such party or to preserve the status quo pending the arbitration proceeding. Each side must bear its own costs and legal fees during

the pendency of the arbitration. A party’s failure to pay any costs or fees required to proceed in the arbitration, as they timely

come due, shall result in an immediate default against that party. The prevailing party in the arbitration shall be entitled to recoup

all its reasonable attorneys’ fees and costs from the nonprevailing, including, without limitation, all of its costs relating to

the arbitration. The arbitrator’s final award shall include this assessment of costs and fees.

4.7 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest, the Borrower and the Holder agree that the actual

damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the

Borrower represents stipulated damages and not a penalty.

4.8 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

4.9 Notice

of Corporate Events. Except as otherwise provided in this Note, the Holder of this Note shall have no rights as a Holder of Common

Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification

of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the

event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive

payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger,

consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other

right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance

of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the

Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days

prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for

the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend,

distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring

notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of

this Section 4.9 including, but not limited to, name changes, recapitalizations, etc. as soon as possible under law.

4.10 Usury.

If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the

applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under

applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of

any usury law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

4.11 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required. No provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay

the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

4.12 Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision

shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or

rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability

of any other provision hereof.

4.13 Terms

of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries of any security

with any term more favorable to the holder of such security or with a term (including without limitation any Conversion Price) in favor

of the holder of such security that was not similarly provided to the Holder in this Note (other than a future financing with the Holder),

then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become

a part of the Transaction Documents with the Holder. The types of terms contained in another security that may be more favorable to the

holder of such security include, but are not limited to, terms addressing conversion discounts, floor price, prepayment rate, conversion

lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

When determining whether a Future Financing has a more favorable interest rate and original issue discount than the Holder, the sum of

the interest rate percentage and the original issue discount percentage (the “Cost of Capital”) for the new security

must not exceed 15%; if the Cost of Capital exceeds 15%, the difference of the Cost of Capital and 15% will be applied to the outstanding

balance of the Note. For example, if the Cost of Capital is 16%, the difference is 1%. If the outstanding balance of the Note is $1,000,000.00;

then $10,000 will immediately be added to the balance of the Note.

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date.

COMPANY:

Zeo Energy Corp.

By:

/s/

Timothy Bridgewater

Name:

Timothy Bridgewater

Title:

Chief Executive Officer

Acknowledged and Accepted by:

HOLDER:

White Lion Capital LLC

By:

/s/ Sam Yaffa

Name: Sam Yaffa

Title: Managing Director

EXHIBIT A

NOTICE

OF CONVERSION

The undersigned hereby elects

to convert $_________________ principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest

thereto, totaling $_____________ into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common

Stock”) as set forth below, of Zeo Energy Corp., a Delaware corporation (the “Borrower”), according to the conditions

of the convertible note of the Borrower dated as of June 9, 2026 (the “Note”), as of the date written below. No fee

will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐ The Borrower shall electronically transmit the Common Stock

issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal

At Custodian system (“DWAC Transfer”).

Name of DTC Prime Broker: _________________________________________________

Account Number:

________________________________________________________

☐ The undersigned hereby requests that the Borrower issue

a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s

calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: [NAME]

__________________________________________________________

Address:

[ADDRESS] _____________________________________________________

Date of Conversion:

___________________________________

Applicable

Conversion Price: $ ___________________________

Number of Shares

of Common Stock to be Issued _____________

Pursuant to Conversion

of the Notes: ______________________

Amount of Principal

Balance Due remaining _________________

Under the Note

after this conversion: ______________________

Accrued

and unpaid interest remaining: ____________________

[HOLDER]

By:

Name: [NAME]

Title: [TITLE]

Date: [DATE]

EX-10.03 — REGISTRATION RIGHTS AGREEMENT DATED JUNE 9, 2026

EX-10.03

Filename: ea029480801ex10-3.htm · Sequence: 4

Exhibit 10.03

REGISTRATION RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is entered into effective as June 9, 2026 (the “Execution

Date”), by and between Zeo Energy Corp., a Delaware corporation (the “Company”),

and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company may issue and sell to the Investor, and the Investor shall purchase from the Company, up to $7,500,000 of

Convertible Promissory Notes (the “Notes”), convertible into shares of Common Stock;

and

WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, that certain Note Purchase Agreement, dated on

or about the Execution Date, by and between the Company and the Investor (the “Purchase Agreement”), and to

induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration

rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase

Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be

legally bound hereby, the Company and the Investor hereby agree as follows:

Definitions.

Capitalized

terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in

this Agreement, the following terms shall have the following meanings:

(a)

“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement.

(b)

“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(o).

(c)

“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d)

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York,

New York are authorized or required by law to remain closed.

(e)

“Claims” shall have the meaning assigned to such term in Section 6(a).

(f)

“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

(g)

“Common Stock” shall have the meaning assigned to such term in the Purchase

Agreement.

(h)

“Company” shall have the meaning assigned to such term in the preamble of this Agreement.

(i)

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the

Commission.

(j)

“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).

(k)

“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(l)

“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.

(m)

“Investor Party” and “Investor Parties” shall have the meaning assigned to such terms

in Section 6(a).

(n)

“Legal Counsel” shall have the meaning assigned to such term in Section 2(b).

(o)

“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).

(p)

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership,

limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

(q)

“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable Effective

Date of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated

by reference therein.

(r)

“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time

to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

(s)

“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(t)

“register,” “registered,” and “registration” refer to a

registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to

Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.

(u)

“Registrable Securities” means all of (i) the Conversion Shares, and (ii) any capital stock of the Company

issued or issuable with respect to Common Stock or other capital stock issued or issuable to the Investor, including, without limitation,

(1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares

of capital stock of the Company into which the shares of Common Stock are converted or exchanged

and shares of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each case until

such time as such securities cease to be Registrable Securities pursuant to Section 2(f).

(v)

“Registration Period” shall have the meaning assigned to such term in Section 3(a).

(w)

“Registration Statement” means a registration statement or registration statements of the Company filed under

the Securities Act registering the resale by the Investor of Registrable Securities, including without limitation a New Registration Statement,

as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed

as part thereof or incorporated by reference therein.

(x)

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended

from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to

sell securities of the Company to the public without registration.

(y)

“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended

from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed

or continuous basis.

(z)

“Staff” shall have the meaning assigned to such term in Section 2(c).

(aa)

“Transfer Agent” shall have the meaning assigned to such term in Section 3(j).

(bb)

“Violations” shall have the meaning assigned to such term in Section 6(a).

Registration.

(a) Mandatory

Registration. The Company shall, no later than 30 days following the First Closing Date,

file with the Commission an initial Registration Statement on Form S-1 (or any successor form) registering

the resale by the Investor of the maximum number of Registrable Securities (calculated with reference to the Floor Price, as defined in

the Notes), subject to any limitations on the number of Registrable Securities as may be included thereon in accordance with applicable

Commission rules, regulations and interpretations (determined as of two Business Days prior to such submission or filing) so as to permit

the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and

not fixed prices) (the “Initial Registration Statement”). The Initial Registration Statement shall conform

to the requirements of the Securities Act and the rules and regulations thereunder. The Company shall use its commercially reasonable

efforts to have the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable following the

filing thereof with the Commission; provided, however, that the Company’s obligations to include the Registrable Securities

in the Initial Registration Statement are contingent upon the Investor furnishing in writing to the Company such information, and executing

such documents, in connection with such registration as the Company may reasonably request in accordance with Section 4(a).

(b) Legal

Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and

oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”),

which shall be Greenberg Traurig, P.A., or such other counsel as thereafter designated by the Investor. The Company

shall have no obligation to reimburse the Investor for any legal fees and expenses of the Legal Counsel incurred in connection with the

transactions contemplated hereby.

Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed

pursuant to Section 2(a) as a result of Section 2(e) or otherwise, or the Initial Registration Statement is no

longer effective, the Company shall use its commercially reasonable efforts, to the extent necessary and permissible, to amend

the Initial Registration Statement, cause an existing registration statement that has been filed but not declared effective by the Commission

to become effective, or to file with the Commission one or more additional Registration Statements (which, if the Company shall

at such time have qualified for the use of a Registration Statement on Form S-3 or any successor form thereto, may be Registration Statement(s)

on Form S-3 or any similar short-form Registration Statement in lieu of a Registration Statement on Form S-1) so

as to cover all of the Registrable Securities not covered by the Initial Registration Statement, in each case, as soon as practicable

(taking into account any position of the staff of the Commission (“Staff”) with respect to the date on which

the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations of the Commission)

(each such additional Registration Statement, a “New Registration Statement”). The Company shall use its commercially

reasonable efforts to cause each such New Registration Statement to become effective as soon as reasonably practicable following the filing

thereof with the Commission.

(d)

Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a

“selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable

law and to the extent the Prospectus is related to the resale of Registrable Securities.

(e)

Offering. If the Staff or the Commission seeks to prevent the Company from including any or all of the Registrable Securities

proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration

Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is

otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement,

then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with

the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number

of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such

Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after

giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration

Statement to become effective and be used for resales by the Investor of Registrable Securities on a delayed or continuous basis under

Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of

such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration

Statement pursuant to Rule 477 under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph,

the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance

with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been

declared effective and the Prospectuses contained therein are available for use by the Investor.

(f)

Any Registrable Security shall cease to be a “Registrable Security” when a Registration Statement covering such Registrable

Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant

to such effective Registration Statement by the Investor.

(g)

No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities

on any Registration Statement pursuant to Section 2(a) or Section 2(c), without consulting the Investor and Legal Counsel

and receiving the written consent of the Investor, prior to filing such Registration Statement with the Commission.

Related Obligations.

For

the duration of the Registration Period, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable

Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the

Company shall have the following obligations:

(a)

Following the Execution Date, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant

to Section 2(a) hereof and one or more New Registration Statements pursuant to Section 2(c) hereof with respect

to the Registrable Securities, and the Company shall use its commercially reasonable efforts to cause each such Registration Statement

to become effective as soon as practicable after such filing. Subject to Allowable Grace Periods, the Company shall use its commercially

reasonable efforts to keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to

Rule 415 for resales by the Investor of Registrable Securities on a continuous basis at then-prevailing market prices (and not fixed prices)

at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by

such Registration Statement and (iii) all such securities cease to be Registrable Securities pursuant to Section 2 (the “Registration

Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(o)

hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,

all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used

in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in light of the circumstances

in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date

that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further

comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration

Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.

(b)

Subject to Section 3(o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with

the Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement

and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated

under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein

current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply

with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be

covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance

with the intended methods of disposition by the Investor as set forth in such Registration Statement. Without limiting the generality

of the foregoing, the Company covenants and agrees that on the second (2nd) Business Day immediately following the Effective

Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall

file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales

pursuant to such Registration Statement (or post-effective amendment thereto). To the extent not previously disclosed in the Prospectus

or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual

Reports on Form 10-K the information described in

the immediately preceding sentence relating to all purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly

Reports and Annual Reports with the Commission within the applicable time period prescribed for such report

under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1 or

Prospectus related thereto that are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b))

by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or

any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement

and Prospectus, if applicable and if such ability to incorporate such report by reference is available to the Company at such time,

or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which

the Exchange Act report is filed that created the requirement for the Company to amend or supplement such Registration Statement or Prospectus,

for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the

use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with

the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable

Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter

as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)

under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.

(c)

The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least

two (2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement

(including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports to the extent incorporated

by reference into such Registration Statement or Prospectus Supplements the contents of which are limited to that set forth in such reports)

within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably

consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any

Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence

from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall

be redacted to exclude any material nonpublic information regarding the Company or any of its Subsidiaries), (ii) after

the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and

supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if requested by the Investor, and

(iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration

Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other

than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on Commission’s

Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).

(d)

Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without

charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration

Statement and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference,

if requested by the Investor, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus

included in such Registration Statement and all amendments and supplements thereto and (iii) such other documents, including, without

limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to

time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall

not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent

such document is available on EDGAR.

(e)

The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration

and qualification applies, the resale by the Investor of the Registrable Securities, under such other securities or “Blue Sky”

laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,

without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain

the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain

such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably

necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,

the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction

where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any

such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify

Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or

qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in

the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f)

The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable

after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes

an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading (provided, that in no event shall such notice contain

any material nonpublic information regarding the Company or any of its Subsidiaries), and, subject to Section 3(o), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission.

The Company shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement

or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification

of such effectiveness shall be delivered to Legal Counsel and the Investor by e-mail (with read receipt) on the same day of such

effectiveness), and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment

will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement

or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment

to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or

state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto

or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission

with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation

of the Company under the Purchase Agreement.

(g)

The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the

Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h)

The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless

(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such

information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed

in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena

or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information

has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document.

The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court

or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor,

at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)

Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts

either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market,

or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Principal

Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j)

The Company shall cooperate with the Investor and, to the extent applicable, use its commercially reasonable efforts to facilitate the

timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable

such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request from time to time.

Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent (the “Transfer

Agent”) in connection with any issuances of DWAC Shares, and hereby represents, warrants

and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC

Shares are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in

a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation,

any applicable prospectus delivery requirements of the Securities Act. At the time such DWAC Shares are offered and sold pursuant to the

Registration Statement, such DWAC Shares shall be free from all restrictive legends (except as otherwise required by applicable federal

laws) and may be transmitted by the Transfer Agent to the Investor

by crediting an account at DTC as directed in writing by the Investor.

(k)

Upon the written request of the Investor, the Company shall, as soon as reasonably practicable after receipt of notice from the Investor,

and subject to Section 3(o) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information

as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including,

without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid

therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings

of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement

or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein

if reasonably requested by the Investor.

(l)

[Reserved].

(m)

The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)

as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in

form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period

beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration

Statement.

(n)

The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(o)

Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(o)), at any time,

the Company may, upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or suspend Investor’s

use of any Prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable

Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable

Securities) if the Company determines that in order for such Registration Statement or Prospectus not to contain a material misstatement

or omission, (i) an amendment or supplement thereto would be needed to include information at that time, or (ii) the negotiation or consummation

of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the

Company’s board of directors reasonably believes would require additional disclosure by the Company in such Registration Statement

or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure

of which in such Registration Statement or Prospectus would be expected, in the reasonable determination of the Company’s board

of directors, to cause such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements of the Commission,

(each, an “Allowable Grace Period”); provided, however, that

in no event shall the Company delay or suspend the filing, effectiveness or use of any Registration Statement or Prospectus for a period

that exceeds 10 consecutive Business Days or an aggregate of 30 total Business Days in any 365-day period. Upon disclosure of such information

or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day

of such disclosure or termination, to the Investor and shall promptly terminate any suspension or delay it has put into effect and shall

take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as

set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material nonpublic

information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(o), the Company shall

cause its Transfer Agent to deliver DWAC Shares to a transferee

of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect

to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy

of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s

receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.

(p)

The Company shall at all times maintain the services of the Transfer Agent with respect to the administration of its Common Stock.

4. Obligations

of the Investor.

(a)

At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period

to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor

with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration

pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such

information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities

held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities

and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)

The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company

in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in

writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

(c)

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(o)

or the first sentence of 3(f), the Investor shall (i) immediately discontinue disposition of Registrable Securities pursuant to

any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented

or amended Prospectus contemplated by Section 3(o) or the first sentence of Section 3(f) or receipt of notice

that no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered

by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4(c),

the Company shall cause its Transfer Agent to deliver DWAC Shares

to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities

with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company

of the happening of any event of the kind described in Section 3(o) or the first sentence of Section 3(f) and

for which the Investor has not yet settled.

(d)

The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable

to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

5. Expenses of

Registration.

All

reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses

of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,

without limitation, all registration, listing and qualifications fees, printers and accounting fees incurred by the Company, and fees

and disbursements of counsel for the Company, shall be paid by the Company.

6. Indemnification.

(a)

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its

directors, officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls

the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members,

partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles

notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor Party”

and collectively, the “Investor Parties”), against any losses, obligations, claims, damages, liabilities,

contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees,

costs of defense and investigation), amounts paid in settlement or expenses, joint or several (collectively, “Claims”)

reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken

from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether

pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration

Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the

securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue

Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary

to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained

in any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any

material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made,

not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).

Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and are

due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending

any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):

(i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity

with information furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection with

the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto

(it being hereby acknowledged and agreed that only written information expressly confirmed and consented to in writing by the Investor

as furnished by the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized by the Company

for such purposes); (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver

or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including,

without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available

by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus

no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement

is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the

transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(b)

In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly

indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,

each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within

the meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or

Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such

Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such

Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the

Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement

thereto (it being hereby acknowledged and agreed that only written information expressly confirmed and consented to in writing by the

Investor as furnished by the Investor for use in any Registration Statement, Prospectus or Prospectus Supplement shall be utilized by

the Company for such purposes); and, subject to Section 6(c) and the below provisos in this Section 6(b), the

Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigating

or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b)

and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any

Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld

or delayed; and provided, further that the Investor shall be liable under this Section 6(b) for

only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale

of Registrable Securities by the Investor pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the

transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(c)

Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement

of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party

or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6,

deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate

in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control

of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the

case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain

its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has

agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of

such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;

or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party

or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall

have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party

or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies

the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying

party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense

of the indemnifying party), provided further that in the case of clause (iii) above the indemnifying

party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor

Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with

the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish

to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates

to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised

at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable

for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,

the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior

written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement

or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party

or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall

not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence

shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party

shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms

or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying

party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the

Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party

is materially and adversely prejudiced in its ability to defend such action.

(d)

No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable

Securities who is not guilty of fraudulent misrepresentation.

(e)

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the

investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person

receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment

to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f)

The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the

Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be

subject to pursuant to the law.

7. Contribution.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by

law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have

been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved

in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable

Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall

be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant

to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute,

in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale

of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to

pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission

or alleged omission.

8. Reports Under the Exchange Act.

With

a view to making available to the Investor the benefits of Rule 144, the Company agrees to:

(a)

use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule

144;

(b)

use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the

Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood

that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and

other documents is required for the applicable provisions of Rule 144;

(c)

furnish to the Investor, so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the

Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a

copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the

Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested

to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

(d)

take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant

to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to

the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with

Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9. Assignment of

Registration Rights.

Neither

the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.

10. Amendment or

Waiver.

provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived

other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise

any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a

waiver thereof.

11. Miscellaneous.

(a)

Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed

to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more

Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received

from such record owner of such Registrable Securities.

(b)

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given

in accordance with Section 9(g) of the Purchase Agreement.

(c)

Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or

remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur

in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise

breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of

the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity

of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either

party may be entitled by law or equity.

(d)

All questions concerning the governing law, construction, validity, enforcement, arbitration, dispute resolution and interpretation of

this Agreement shall be under the same terms as set forth under the of the Purchase Agreement, including, without limitation, Sections

9(a) and 9(b) thereunder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO,

AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS

AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)

The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof

and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely

with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to the subject

matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without

implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner

whatsoever (i) the conditions precedent to a purchase contained in Article VII of the Purchase Agreement or (ii) any

of the Company’s obligations under the Purchase Agreement.

(f)

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is

not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors

and the Persons referred to in Sections 6 and 7 hereof (and in such case, solely for the purposes set forth therein).

(g)

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless

the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and

plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall

be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”

“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h)

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature

or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with

the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall

be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i)

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all

such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules

of strict construction will be applied against any party.

12. Termination.

This

Agreement shall terminate in its entirety upon the date on which the Investor shall no longer hold any Registrable Securities; provided,

that the provisions of Sections 6, 7, 9, 10 and 11 shall remain in full force and effect for the longest

period under applicable laws.

[Signature Pages Follow]

WITNESS WHEREOF, the Investor and the Company have caused their respective signature page to this Registration Rights Agreement to

be duly executed as of the Execution Date.

COMPANY:

ZEO ENERGY CORP.

By:

/s/ Timothy Bridgewater

Name:

Timothy Bridgewater

Title:

Chief Executive Officer

INVESTOR:

WHITE LION CAPITAL LLC

By:

/s/

Sam Yaffa

Name:

Sam Yaffa

Title:

Managing Director

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