Form 8-K

8-K — CERENOME, INC.

Accession: 0001193125-26-387267

Filed: 2026-09-10

Period: 2026-09-04

CIK: 0001095981

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d382364d8k.htm (Primary)

EX-4.1 (d382364dex41.htm)

EX-10.1 (d382364dex101.htm)

EX-10.2 (d382364dex102.htm)

EX-10.3 (d382364dex103.htm)

EX-10.4 (d382364dex104.htm)

EX-99.1 (d382364dex991.htm)

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8-K

8-K (Primary)

Filename: d382364d8k.htm · Sequence: 1

8-K

NASDAQ false 0001095981 0001095981 2026-09-04 2026-09-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2026

CERENOME, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-34375

33-0827593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6420 LEVIT GREEN BOULEVARD

Suite 310

Houston, Texas

77021

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (737) 255-7194

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

CNSY

Nasdaq Capital Market

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.

Senior Secured Convertible Note Financing

On September 4, 2026, Cerenome, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, senior secured convertible notes issued by the Company (each, a “Note,” and such financing, the “Note Financing”) in the aggregate original principal amount of $21,276,596 consisting of (i) Notes in the aggregate original principal amount of $3,191,489 (the “Initial Notes”), (ii) Notes in the aggregate original principal amount of $2,127,660 (the “Second Notes”) and (iii) Notes (the “Additional Notes”) in the aggregate original principal amount of $15,957,447. The Notes are convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The initial closing of the Note Financing is expected to occur on or about September 10, 2026, following satisfaction or waiver of the applicable closing conditions set forth in the Securities Purchase Agreement (the actual date of such initial closing, the “Initial Closing Date”). The Second Notes will be purchased and issued upon effectiveness of the registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Initial Notes and the Second Notes, following satisfaction or waiver of the other applicable closing conditions set forth in the Securities Purchase Agreement.

The Notes (and the shares of Common Stock issuable upon conversion thereof) were offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) thereof and/or Rule 506(b) promulgated thereunder and will not be registered under the Securities Act.

Pursuant to the Securities Purchase Agreement, the Investor may, subject to the satisfaction of specified conditions, elect to purchase the Additional Notes in one or more future closings. In addition, subject to the satisfaction of specified eligibility and closing conditions, including limitations based on the amount of Notes then outstanding and the effectiveness of the applicable registration statement, the Company may require the Investor to purchase Additional Notes in one or more future closings. The rights of the Investor and the Company to effect such additional closings expire on the 18-month anniversary of the Initial Closing Date.

On the Initial Closing Date, the Company expects to receive gross proceeds from the Note Financing of $3,000,000, before deducting legal fees and transaction expenses. Subject to the satisfaction of certain conditions contained in the Securities Purchase Agreement, the Company may receive additional gross proceeds upon the issuance of Additional Notes. The Company intends to use the net proceeds from the Note Financing for working capital and general corporate purposes.

The Securities Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Investor.

Royalty Agreement

On the Initial Closing Date, the Company and CNSide are expected to enter into a royalty agreement with the Investor (the “Royalty Agreement”), pursuant to which, during the term of the Royalty Agreement, CNSide will be required to pay the Investor a quarterly royalty equal to 2.5% of CNSide’s gross revenues received from its business goods and services (the “Royalty”), subject to certain customary exclusions and a quarterly cap equal to 2.5% of the aggregate unpaid balance then outstanding under the Notes. The Royalty will be payable within 30 days following the end of each calendar quarter. The Royalty Agreement will remain in effect until all principal, accrued and unpaid interest, fees, expenses and other amounts owed under the Notes have been paid in full and the Notes have been terminated or cancelled. CNSide’s obligations under the Royalty Agreement will be guaranteed by the Company pursuant to the terms thereof.

Description of the Notes

Pursuant to the Securities Purchase Agreement, each of the Notes, when issued, will be issued with an original issue discount of 6.0% and will accrue interest at a rate of 8.0% per annum, except upon the occurrence (and during the continuance) of an Event of Default (as defined in the Notes), in which case the Note will accrue interest at a rate equal to the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum legal rate of the then-outstanding Principal Amount. Each of the Notes matures on the one-year anniversary of its issuance date (the “Maturity Date”), unless extended pursuant to the terms thereof. Interest on each of the Notes is guaranteed through the Maturity Date regardless of whether the Note is earlier converted or redeemed. The Notes will be secured by a first-priority security interest in substantially all of the present and future assets of the Company and CNSide Diagnostics, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“CNSide”), including a pledge of equity interests in CNSide, subject to certain customary exclusions.

Each of the Notes will be convertible (in whole or in part) by the holder thereof at any time after its issuance date into a number of shares of Common Stock equal to (x) the applicable amount of conversion (the “Conversion Amount”) up to the entire outstanding principal balance of the Note and any of all accrued and unpaid amounts thereunder, including interest and late charges, if any (such shares issuable upon conversion of the Notes, the “Conversion Shares”). The initial conversion price of the Initial Notes will be equal to $2.74 per share, subject to adjustment as provided in the Initial Notes.

The conversion price of each of the Notes will be subject to a floor price of $0.50 (the “Floor Price”).

At no time may the Investor hold or be required to take more than 4.99% (or up to 9.99% at the election of the Investor pursuant to the Notes) of the outstanding shares of Common Stock. In addition, each of the Notes contains an exchange cap limitation intended to comply with applicable Nasdaq rules, subject to stockholder approval or a satisfactory opinion of counsel that such approval is not required.

In addition, if an Event of Default (as defined in the Notes) has occurred, the Investor will be able to elect to convert the applicable Conversion Amount into shares of Common Stock at an alternate conversion price equal to the lowest of (i) the then-applicable Conversion Price, (ii) 85% of the VWAP of the Common Stock on the trading day immediately preceding the delivery of the applicable Conversion Notice and (iii) the greater of the Floor Price then in effect and the lesser of (A) 85% of the VWAP of the Common Stock on the trading day of delivery of the applicable Conversion Notice and (B) 85% of the lowest VWAP of the Common Stock during the ten consecutive trading day period ending on the trading day immediately preceding delivery of the applicable Conversion Notice.

Upon the occurrence of an Event of Default, the Company will be required to deliver written notice to the Investor within one business day (an “Event of Default Notice”). At any time after the earlier of (a) the Investor’s receipt of an Event of Default Notice and (b) the Investor becoming aware of an Event of Default, the Investor will be able to require the Company to redeem all or any portion of the Notes at the applicable Event of Default redemption price.

In connection with a Change of Control (as defined in the Notes), the Investor will have the right to require the Company to redeem all or any portion of the Notes for cash at the applicable Change of Control redemption price, which includes a 120% redemption premium and is calculated in accordance with the terms of the Notes.

Registration Rights Agreement

On the Initial Closing Date, in connection with the Company’s entry into the Securities Purchase Agreement, the Company is expected to enter into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company will agree to (a) confidentially submit to the SEC, within six (6) business days of the Initial Closing Date, a registration statement covering the resale of the Conversion Shares underlying the Initial Notes and the Second Notes, and (b) confidentially submit to the SEC, within five (5) business days following the date of any additional closing notice delivered in accordance with the Securities Purchase Agreement, a registration statement covering the resale of the Conversion Shares underlying the Additional Notes covered by the additional closing notice. Pursuant to the Registration Rights Agreement, the Company is required to use best efforts to have such registration statement declared effective by the SEC within the time period set forth in the Registration Rights Agreement.

Security Agreement

On the Initial Closing Date, the Company and CNSide are expected to enter into a Security and Pledge Agreement (the “Security Agreement”) in favor of the Investor as collateral agent for the benefit of the holders of the Notes. Pursuant to the Security Agreement, the Company and CNSide will grant a first-priority security interest in substantially all of their present and future assets, including accounts, deposit accounts, inventory, equipment, securities, equity interests in subsidiaries, intellectual property and proceeds thereof, subject to certain customary exclusions. The Security Agreement will also require, within 30 days after the Initial Closing Date, the establishment of deposit account control arrangements with respect to specified accounts and will secure the obligations of the Company and CNSide under the Securities Purchase Agreement, the Notes and the other documents entered into in connection with the Note Financing.

The foregoing summaries of the terms of the various documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such documents or forms of documents, each of which are attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03

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

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities

The information contained above in Item 1.01 of this Current Report on Form 8-K with respect to the proposed issuance of the Notes and the potential issuance of shares of Common Stock upon conversion thereof is hereby incorporated by reference into this Item 3.02.

Item 8.01

Other Events.

On September 10, 2026, the Company issued a press release announcing its entry into the Securities Purchase Agreement, the proposed Note Financing and the related transactions contemplated thereby. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

Exhibit

No.

Exhibit Description

4.1

Form of Senior Secured Convertible Note.

10.1

Securities Purchase Agreement, dated September 4, 2026.

10.2

Form of Registration Rights Agreement.

10.3

Form of Security Agreement.

10.4

Form of Royalty Agreement.

99.1

Press Release, dated September 10, 2026.

104

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

SIGNATURES

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

CERENOME, INC.

Date: September 10, 2026

By:

/s/ Marc H. Hedrick, M.D.

Marc H. Hedrick, M.D.

President and Chief Executive Officer

EX-4.1

Filename: d382364dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

EXECUTION VERSION

FORM OF SENIOR SECURED CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (II) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, OR

(B) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES 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; PROVIDED THAT THE HOLDER COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS APPLICABLE TO SUCH TRANSACTION. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 3(c)(iii) AND

SECTION 21(a) HEREOF.

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

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

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE

DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), ANDREW SIMS, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY

MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). ANDREW SIMS MAY BE REACHED AT TELEPHONE NUMBER (737)

255-7194.

CERENOME, INC.

SENIOR SECURED CONVERTIBLE NOTE

Issuance Date: [•] 20__

Original Principal Amount: U.S. $[•]

FOR VALUE RECEIVED, Cerenome, Inc., a Delaware corporation (the “Company”), hereby

promises to pay to the order of [BUYER]” or its registered assigns (the “Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or

otherwise, the “Principal”) when due, whether upon the

Maturity Date, on any Amortization Date with respect to the Amortization Amount due on such Amortization Date (each as defined below), or upon acceleration, conversion, redemption or otherwise

(in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the

“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Amortization Date with respect to the Amortization Amount due on such Amortization Date, or upon acceleration, conversion,

redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is

one of an issue of Senior Secured Convertible Notes (collectively, the “Notes”, and such other Senior Secured Convertible Notes, the “Other Notes”) issued pursuant to that certain Securities Purchase

Agreement, dated as of September 4, 2026 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase

Agreement”). Certain capitalized terms used herein are defined in Section 35.

1. PAYMENTS OF PRINCIPAL. On each

Amortization Date, the Company shall pay to the Holder an amount equal to the Amortization Amount due on such Amortization Date in accordance with Section 13. On the Maturity Date, the Company shall pay to the Holder an amount in cash

representing all outstanding Principal, accrued and unpaid Interest, Make-Whole Amount, if any, and accrued and unpaid Late Charges, if any. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding

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

2. INTEREST; INTEREST RATE.

(a) This Note was issued with a six percent (6%) original issue discount as described in the Securities Purchase Agreement.

This Note shall bear interest at the rate of eight percent (8.0%) per annum (the “Interest Rate”) except upon the occurrence (and during the continuance) of an Event of Default, in which case this Note shall bear interest at a

rate equal to the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum legal rate (the “Default Rate” and all such Interest accrued at the Default Rate, the “Default Interest”) of the

then-outstanding Principal. In the event that such Event of Default is subsequently cured or waived in accordance with the terms of this Note (and no other Event of Default then exists (including, without limitation, as a result of the

Company’s failure to pay Interest at the Default Rate on the applicable Amortization Date in connection with such Event of Default)), Interest hereunder at the Default Rate shall cease to accrue as of the calendar day immediately

following the date on which such Event of Default is cured or waived (and shall instead revert to the Interest Rate); provided that the Interest as calculated and unpaid during the continuance of such Event of Default shall continue

to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure or waiver of such Event of Default.

(b) Interest on this Note shall commence accruing on the Issuance Date.

Interest shall be computed on the basis of a 360-day year and twelve 30-day months. Interest shall be calculated on the entire outstanding Original Principal Amount

(without giving effect to any prior amortization or redemption of Principal, except to the extent such Interest would otherwise be duplicative of the Make-Whole Amount payable in respect of such Principal) and shall be due and payable on each

Amortization Date (with respect to Interest accrued during the period since the immediately preceding Amortization Date (or, in the case of the first Amortization Date, since the Issuance Date)) and on the Maturity Date (including any extensions

thereof). For the avoidance of doubt, there shall be no separate interest payment date, and all Interest payments shall be made solely on the Amortization Dates and the Maturity Date.

3. CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.

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

Date, the Holder shall be entitled to convert any portion of the Conversion Amount (as defined below) into duly authorized, validly issued, fully paid and non-assessable shares of Common Stock in accordance

with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the

Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the

Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

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

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

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

redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Principal of this Note, (C) the Make-Whole Amount, if any, (D) accrued and unpaid Late Charges with

respect to such Principal of this Note, Make-Whole Amount and Interest, and (E) any other unpaid amounts pursuant to the Transaction Documents, if any.

(ii) “Conversion Price” means, as of any Conversion Date or other date of determination, $[●]1, subject to adjustment as provided herein.

With respect to the First Notes, $2.74. With respect to the Second Notes, 110% of the Nasdaq minimum price

immediately prior to the Second Closing Date. With respect to each Additional Note, 110% of the Nasdaq minimum price immediately prior to the applicable Additional Closing Date.

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a

“Conversion Date”), the Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as

Exhibit I (each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within one (1) Trading Day following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a

nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 21(b)). On the date of receipt of

a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such shares of Common Stock

may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer

Agent to process such Conversion Notice in accordance with the terms herein. On or before the first (1st) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act

or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the

Company shall (1) provided that the Transfer Agent is participating in the Fast Automated Securities Transfer Program (“FAST”) of The Depository Trust Company (“DTC”), credit such aggregate number of shares

of Common Stock to which the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not

participating in FAST, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of

shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the

Principal portion of the Conversion Amount being converted, then the Company shall, as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or

its designee) a new Note (in accordance with Section 21(d)) representing the outstanding Principal (and accrued and unpaid Interest and Make-Whole Amount thereon) not converted. The Person or Persons entitled to receive the shares of Common

Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(ii) Company’s Failure to Timely Convert. If the

Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the number of

shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the

Holder’s designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as the case may be) (a “Conversion Failure”), then, in addition to all

other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1.0% of the

product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the

Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice

with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s

obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline if the Transfer Agent is not

participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the

Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the

Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of

the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a

“Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the

Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of shares of Common Stock

to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its

obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of

Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the

product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date

of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law

or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such

shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.

(iii) Registration;

Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered

Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for

all purposes (including, without limitation, the right to receive payments of Principal, Make-Whole Amount and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part

only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record the information contained therein

in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 21, provided that if the

Company does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such

assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to

physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by

Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company

shall maintain records showing the Principal, Make-Whole Amount, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case

may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update

the Register to record such Principal, Make-Whole Amount, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such

occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

(iv) Pro Rata

Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for

conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the

principal amount of Notes submitted for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock

issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 26.

(d) Limitations on Conversions.

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

not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the

Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For

purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution

Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion

of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained

in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the

Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage,

the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form

10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be,

(y) a more recent public announcement by the Company or (z) any other more recent written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported

Outstanding Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the

Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d)(i), to exceed

the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written request of the Holder, the Company shall within

one (1) Business Day confirm by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or

exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the

Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under

Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be

deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the

Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes

that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any

purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the

provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this

Section 3(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d)(i) or to make

changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be amended, modified or waived and shall apply to a successor holder of this Note.

(ii) Principal Market Regulation The Company shall not issue any

shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon

conversion of the Notes or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules

and regulations, including rules related to the aggregate of offerings under Nasdaq Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval

of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from counsel to the Company that such approval is not required,

which opinion shall be reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion of any Notes or otherwise pursuant to the terms of the Notes, shares of

Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate original principal amount of Notes issued to such Buyer pursuant to the Securities

Purchase Agreement on the Closing Date (as defined in the Securities Purchase Agreement) divided by (2) the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date

(with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s

Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee.

Upon conversion in full of a holder’s Notes, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of

such Notes shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Notes then held by each such holder of Notes. At any time

after the Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), in the event that the Company is prohibited from issuing shares of Common Stock pursuant to this Section 3(d)(ii) (the “Exchange Cap

Shares”), the Company shall pay cash in exchange for the cancellation of such portion of this Note convertible into such Exchange Cap Shares at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares

and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on

the date of such issuance and payment under this Section 3(d)(ii) to the extent of any Buy-In related thereto, and (ii) any Buy-In Payment Amount, any

brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

(e) Right of Alternate Conversion Upon an Event of Default.

(i) General. Subject to Section 3(d), at any time during an Event of Default Redemption Right Period (as defined

below) (regardless of whether such Event of Default has been cured, or if the Company has delivered an Event of Default Notice to the Holder or if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified

the Company that an Event of Default has occurred), the Holder may, at the Holder’s option, convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate Conversion

Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Conversion

Price.

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

any Alternate Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Alternate Conversion and with “Redemption

Premium of the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to

this Section 3(e) of this Note that the Holder is electing to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate Conversion Date the Company

shall also deliver to the Holder the applicable Alternate Conversion Floor Price Amount. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers shares of Common Stock

representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to this Section 3(e). In the event

of an Alternate Conversion pursuant to this Section 3(e) of all, or any portion, of this Note, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and

the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 3(e), together the Alternate Conversion Price used in such Alternate Conversion, as

applicable, is intended by the parties to be, and shall be deemed, a reasonable estimate of, the Holder’s actual loss of its investment opportunity and not as a penalty.

(f) Exceptions. Notwithstanding anything to the contrary in this Section 3, in the event Stockholder Approval (as defined in

the Securities Purchase Agreement) is not obtained by the Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement), then (i) the Company shall pay to the Holder a cash fee of $200,000 within five (5) Business Days following the

Stockholder Meeting Deadline and (ii) provided that no Event of Default has occurred and is ongoing, if the Company is prohibited from issuing shares of Common Stock upon conversion of this Note pursuant to Section 3(d)(ii), this Note shall not

be convertible into shares of Common Stock under this Section 3 from the Stockholder Meeting Deadline until the next Amortization Date, which amount may be reduced or fully paid if the Company redeems all or any portion of this Note prior to the

applicable Amortization Date in accordance with Section 8.

4. RIGHTS UPON EVENT OF DEFAULT.

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

the events in clauses (vii), (viii) and (ix) shall constitute a “Bankruptcy Event of Default”:

(i)

the suspension of the Common Stock from trading or the failure of the Common Stock to be listed for trading on an Eligible Market for a period of five (5) consecutive Trading Days;

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

Stock within five (5) Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Notes, including, without limitation, by way of public announcement or through any of its agents, at any time, of

its intention not to comply, as required, with a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d);

(iii) except to the extent the Company is in compliance with Section 12(b) below, at any time following the fifteenth (15th) consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the sum of the number of shares of Common Stock that the Holder would be

entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise);

(iv) the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Make-Whole Amount,

Interest, Late Charges or other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as

defined in the Securities Purchase Agreement) or the Royalty Sale Agreement (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions

contemplated hereby and thereby, except, in the case of a failure to pay any Make-Whole Amount, Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of at least five (5) Trading Days;

(v) the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder

upon conversion of this Note as and when required by this Note, unless otherwise prohibited by applicable federal securities laws, and any such failure remains uncured for at least ten (10) days;

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

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

(vii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be

instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within forty-five (45) days of their initiation;

(viii) the commencement by the Company or any Subsidiary of a voluntary case

or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree,

order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the

filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property, or the

making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts

generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar

action under federal, state or foreign law;

(ix) the entry by a court of (i) a decree, order, judgment or other

similar document in respect of the Company or any Subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order,

judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the

Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of

the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,

judgment or other similar document unstayed and in effect for a period of forty-five (45) consecutive days;

(x) a

final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within forty-five (45) days after the entry thereof, bonded,

discharged, settled or stayed pending appeal, or are not discharged within forty-five (45) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a credit worthy party shall

not be included in calculating the $500,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the

effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within forty-five (45) days of the issuance of such judgment;

(xi) the Company and/or any Subsidiary, individually or in the aggregate,

either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by

the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of

any agreement for monies owed or owing in an amount in excess of $500,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other

circumstance or event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default or event of default would or is likely to

have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the

aggregate;

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

Subsidiary breaches any representation or warranty, in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or

condition of any Transaction Document or the Royalty Sale Agreement, except, in the case of a breach of a covenant or other term or condition in a Transaction Document (other than a breach of Section 6(n) of the Security Agreement (Certain Post

Closing Matters)) or the Royalty Sale Agreement, that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days; provided, however, that, notwithstanding anything to the contrary in this Note, the failure

to obtain Stockholder Approval (as defined in the Securities Purchase Agreement) by the Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement) shall not constitute an Event of Default;

(xiii) any material breach or failure by the Company or any Subsidiary to comply with any provision of Section 16 of this

Note;

(xiv) any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;

(xv) any provision of any Transaction Document (including, without limitation, the Security Documents) shall at any time for

any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be

commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any

liability or obligation purported to be created under any Transaction Document (including, without limitation, the Security Documents);

(xvi) any Security Document shall for any reason fail or cease to create a

separate valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in the Security Documents) in favor of the

Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the validity or

enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof, if

any such event or circumstance would have a Material Adverse Effect;

(xvii) any material damage to, or loss, theft or

destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or

substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance would have a Material Adverse Effect; or

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

(b) Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this

Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Holder.

At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default (such earlier date, the “Event of Default Right Commencement Date”) and ending (such

ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event of Default Redemption Right Period”) on the twentieth (20th)

Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a

certification as to whether, in the opinion of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III) a

certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless of

whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the

Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the

Company at a price equal to the greater of (i) the

product of (A) the Conversion Amount to be redeemed multiplied by (B) the Event of Default Redemption Premium and (ii) the product of (X) the quotient of (1) the

Conversion Amount to be redeemed divided by (2) the Alternate Conversion Price then in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the product of (1) the Event of Default

Redemption Premium multiplied by (2) the highest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the entire

payment required to be made under this Section 4(b) (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 14. To the

extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything

to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) may be converted, in whole or in

part, by the Holder into shares of Common Stock pursuant to the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Amortization Amount(s) relating to the

applicable Amortization Date(s) as set forth in the Event of Default Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and

difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this

Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an

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

Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following

the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, Make-Whole Amount, accrued and unpaid Interest and accrued and unpaid Late Charges, multiplied by (ii) the

Event of Default Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the Holder or any other person or entity, provided that the Holder may, in its sole

discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of

Default, any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.

5. RIGHTS UPON FUNDAMENTAL TRANSACTION.

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

Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the

Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in

form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar conversion rights as

the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on

an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other

Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other

Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued

upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except for such items still issuable under

Sections 6 and 18, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the

Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to

any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this

Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any

limitations on the conversion of this Note.

(b) Notice of a Change of Control; Redemption Right. No sooner than

twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the

Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of

Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after

the latest of (A) the date of consummation of such Change of Control, (B) the date of receipt of such Change of Control

Notice or (C) the date of the announcement of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof

(“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to

this Section 5 shall be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the

product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of

the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending

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

(A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common

Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest

of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such

proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the

“Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 14 and shall have priority to payments to stockholders in connection with such

Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary

prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full, the Conversion Amount submitted for redemption under this Section 5(b)

may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Amortization Amount(s)

relating to the applicable Amortization Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 5(b), the Holder’s damages would be

uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium

due under this Section 5 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.

6. RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase Rights. In addition to any adjustments pursuant to Sections 7 or 18 below, if at any time the Company

grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase

Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note pursuant to Section 3(d) or otherwise and assuming for such purpose that the Note was converted at

the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record

holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in

the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of

such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date,

maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and

the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held

similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such

limitation).

(b) Other Corporate Events. In addition to and not in substitution for any other rights hereunder,

prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate

Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition to the shares of Common Stock

receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the

holders of shares of Common Stock in connection with the consummation of such Corporate Event

in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common

Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall

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

7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the

Company grants, issues or sells (or enters into any agreement to grant, issue or sell) or, in accordance with this Section 7(a), is deemed to have granted, issued or sold, any shares of Common Stock (including the granting, issuance or sale of

shares of Common Stock owned or held by or for the account of the Company, granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to

the Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a

“Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. Notwithstanding the foregoing, this

Section 7(a) shall not apply with respect to any Excluded Securities. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this

Section 7(a)), the following shall be applicable:

(i) Issuance of Options. If the Company in any manner

grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise

or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof (the “Lowest Option Price”) is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale of such Option for such Lowest Option Price. For purposes of this Section 7(a)(i), the Lowest Option Price shall be equal to

(1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such

Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of

Common Stock is issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or

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

of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of

such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including, without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon

the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

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

issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof (the “Lowest

Conversion Price”) is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such

agreement to issue or sell, as applicable) of such Convertible Securities for Lowest Conversion Price. For the purposes of this Section 7(a)(ii), the Lowest Conversion Price shall be equal to (1) the lower of (x) the sum of the lowest

amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon

conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable (or may become

issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other

Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including, without

limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the

Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such

Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), except as contemplated below, no further adjustment of the

Conversion Price shall be made by reason of such issuance or sale.

(iii) Change in Option Price or Rate of Conversion. If the purchase

or exercise price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or

exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b) below), the

Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase

price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security (including,

without limitation, any Option or Convertible Security that was outstanding as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the

shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such adjustment

would result in an increase of the Conversion Price then in effect.

(iv) Calculation of Consideration Received. If

any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary

Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction (or one or more transactions if such issuances or sales or

deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of

financing), the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued (or was

deemed to be issued pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the

Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the

fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 7(a)(iv). If any shares of Common Stock, Options or Convertible Securities

are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the

calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible

Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists of publicly

traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of

receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the

amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be

the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair

value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring

valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation

Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be

borne by the Company.

(v) Record Date. If the Company takes a record of the holders of shares of Common Stock for

the purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible

Securities, then such record date will be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of

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

(b) Adjustment of Conversion Price upon

Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 18 or Section 7(a), (i) if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend,

stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be

proportionately reduced, and (ii) if the Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its

outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective

immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such

Conversion Price shall be adjusted appropriately to reflect such event.

and not in limitation of the other provisions of this Section 7, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities,

“Variable Price Securities”), after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the

market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and

similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via electronic mail and overnight courier to the Holder

on the date of such agreement and the issuance of such Common Stock, Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall have the right, but

not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes of such

conversion the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a

Variable Price for any future conversion of this Note. In addition, from and after the date the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating the Alternate Conversion Price as of any

time of determination, the “Conversion Price” as used therein shall mean the lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as of such time of determination. Notwithstanding the

foregoing, this Section 7(c) shall not apply with respect to any Excluded Securities.

(d)

Stock Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Common

Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than the Conversion Price then in effect (after giving effect to the

adjustment in Section 7(b) above), then on the sixteenth (16th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment

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

(e) Other Events. In the event that the Company (or any Subsidiary)

shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 7 but

not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith

determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined

pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree,

in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the

Company.

(f) Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent

or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company,

and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(g) Voluntary Adjustment

by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce

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

8. REDEMPTIONS AT THE COMPANY’S ELECTION.

(a) Company Optional Redemption. At any time and from time to time, the Company shall have the right to redeem all or

any portion of the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”).

The portion of this Note subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to 105% of the greater of (i) the

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

(2) the highest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date

the Company makes the entire payment required to be made under this Section 8(a). The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by electronic mail and overnight

courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice” and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption

Notice Date”). The Company may deliver only one Company Optional Redemption Notice hereunder per calendar quarter

and such Company Optional Redemption Notice shall be irrevocable upon acknowledgement of receipt thereof by the Holder. The Company Optional Redemption Notice shall (x) state the date on

which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be less than ten (10) Trading Days nor more than twenty (20) Trading Days following the Company Optional

Redemption Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 8(a) (and

analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid in full, the Company Optional

Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company

Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 8(a) shall be made in accordance with Section 14. In the event of the Company’s

redemption of any portion of this Note under this Section 8(a), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the

availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s

actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall

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

(b) Pro Rata Redemption

Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 8(a), then it must simultaneously take the same action with respect to all of the Other Notes.

9. SUBSEQUENT PLACEMENT OPTIONAL REDEMPTIONS.

(a) General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a

Subsequent Placement and (y) the time of consummation of a Subsequent Placement (in each case, other than with respect to transactions listed in clauses (i), (ii) and (iii) of the definition of “Excluded Securities”), the Holder

shall have the right, in its sole discretion, to require that the Company redeem (each an “Subsequent Placement Optional Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess of (together with

any Subsequent Placement Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the Holder) 50% of the net proceeds of such Subsequent Placement (or 35% of the net proceeds if the aggregate

outstanding Conversion Amount of all Notes is equal to or less than $4,000,000 at the time of such Subsequent Placement) (the “Subsequent Placement Optional Redemption Amount”) by delivering written notice thereof (an

“Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding the foregoing, upon the written request of the Holder, the Company shall

permit the Holder to participate in such Subsequent Placement and the Company shall apply all, or any part, as set forth in such written request, of any amounts that would otherwise be payable to

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

such Subsequent Placement (which, for the avoidance of doubt, shall not be less than securities with a purchase price equal to the portion of the Subsequent Placement Optional Redemption Amount the Holder elects to apply against thereto).

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

as set forth in the applicable Subsequent Placement Optional Redemption Notice, of the Subsequent Placement Optional Redemption Amount the Holder is electing to have redeemed (the “Subsequent Placement Optional Redemption Amount”)

and the date of such Subsequent Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the fifth (5th)

Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the consummation of such Subsequent Placement. The Subsequent Placement Optional Redemption Amount shall be redeemed by the

Company in cash at a price equal to 105% thereof (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 14.

10. ASSET SALE OPTIONAL REDEMPTIONS.

(a) General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of

an Asset Sale (including any insurance and condemnation proceeds thereof) (the “Holder Asset Sale Notice Date”) and (y) the time of consummation of an Asset Sale (other than sales of inventory and product in the ordinary

course of business), the Holder shall have the right, in its sole discretion, to require that the Company redeem (each an “Asset Sale Optional Redemption”) all, or any portion, of the Conversion Amount not in excess of (together

with any Asset Sale Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of 50% of the gross proceeds (including any insurance and condemnation

proceeds with respect thereto) of such Asset Sale (the “Asset Sale Optional Redemption Amount”) by delivering written notice thereof (an “Asset Sale Optional Redemption Notice”) to the Company.

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

forth in the applicable Asset Sale Optional Redemption Notice, of the Asset Sale Optional Redemption Amount the Holder is electing to have redeemed (the “Asset Sale Optional Redemption Amount”) and the date of such Asset Sale

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

Optional Redemption Notice and (y) the date of the consummation of such Asset Sale. The Asset Sale Optional Redemption Amount shall be redeemed by the Company in cash at a price equal to 105% thereof (the “Asset Sale Optional

Redemption Price”). Redemptions required by this Section 10 shall be made in accordance with the provisions of Section 14.

11. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will

not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of

arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this

Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not

increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not

permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such

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

12. RESERVATION OF AUTHORIZED SHARES.

(a) Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 300% of

the number of shares of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions of all of the Notes then outstanding (without regard to any limitations on conversions and

assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the

number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be

(the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share

Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.

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

while any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of

Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action

necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding.

Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share

Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and

shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that the

Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such

unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion of the

Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the highest Closing Sale Price of the Common Stock on any Trading

Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section 12(a); and

(ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 12(a) or this Section 12(b) shall limit any obligations

of the Company under any provision of the Securities Purchase Agreement.

13. AMORTIZATION. Commencing three (3) months after

the Closing Date, and on the first Business Day of each of the third calendar month thereafter (each of the payment months being August, November, February and May) (each, an “Amortization Date”), the Company will pay to the

Holder in cash (each, an “Amortization”) in an amount (the “Amortization Amount”) equal to the sum of (i) such portion of the Principal of this Note equal to $[ ]2, minus, without duplication, any amounts previously paid towards the outstanding Principal of this Note pursuant to Sections 3, 8, 9 or 10 of this Note (the “Amortization Principal

Amount”), (ii) all accrued and unpaid Interest on the outstanding Principal amount (calculated in accordance with Section 2(b)) for the period since the immediately preceding Amortization Date (or, in the case of the first

Amortization Date, since the Issuance Date), and (iii) the Make-Whole Amount with respect to such Amortization Principal Amount (clauses (i), (ii) and (iii), together with any Late Charges on any such Principal, Interest and/or Make-Whole

Amount, collectively, the “Amortization Amount”), at a redemption price equal to 105% of such Amortization Amount (the “Amortization Redemption Price”). For the avoidance of doubt, Interest payable on each

Amortization Date shall be calculated on the entire outstanding Original Principal Amount (without giving effect to any prior amortization or redemption of Principal, except to the extent such Interest would

Insert [1/4th] of the initial Principal of this Note

otherwise be duplicative of the Make-Whole Amount) and there shall be no separate interest payment date. Each Amortization of this Note required by this Section 13 shall be made in

accordance with the provisions of Section 14. In the event that the Company fails to pay any Amortization Amount in cash on the applicable Amortization Date, the Holder shall have the right on any day thereafter to convert, in whole or in part,

the outstanding Amortization Amount due on such Amortization Date into shares of Common Stock at a conversion price equal to 93% of the lowest VWAP of the Common Stock during the ten (10) Trading Days immediately preceding the applicable

Conversion Date.

14. REDEMPTIONS.

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

five (5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice (each, an “Event of Default Redemption Date”). If the Holder has submitted a Change of Control Redemption

Notice in accordance with Section 5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the

consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise (each, an “Change of Control Redemption Date”). The Company shall deliver the

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

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

Holder in cash on the applicable Subsequent Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the

other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document

and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the

Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 21(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable

Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require, by giving written notice to

the Company, the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price has not been paid (the “Returned

Amount”). Unless otherwise specified in the applicable Redemption Notice, any Redemption Price paid to the Holder shall be applied against the last scheduled Amortization Amounts of this Note. Upon the Company’s receipt of such

notice from the

Holder, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note (in

accordance with Section 21(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption

Price minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion

effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid

Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and

(C) the greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the applicable

Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period). The

Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such

notice with respect to the Conversion Amount subject to such notice.

(b) Redemption by Other Holders. Upon the

Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b)

(each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a

Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s applicable

Redemption Notice and ending on and including the date which is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable to redeem all Principal, Make-Whole Amount,

Interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the

Holder) based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day period.

15. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without

limitation, the Delaware General Corporation Law) and as expressly provided in this Note.

16. COVENANTS. Until all of the Notes have been converted, redeemed or otherwise

satisfied in accordance with their terms:

(a) Rank. All payments due under this Note (a) shall rank pari

passu with all Other Notes and (b) shall be senior to all other outstanding or future Indebtedness of the Company and its Subsidiaries.

(b) Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not,

directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted Indebtedness).

indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively,

“Liens”) other than Permitted Liens.

(d) Restricted Payments and Investments. The Company shall

not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open

market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness or make

any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default

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

(e) Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its

Subsidiaries to not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.

(f) Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to

not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or

any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions (each, an “Asset Sale”), other than (i) sales, leases, licenses, assignments, transfers, conveyances and other

dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of business.

(g) Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not,

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

(h) Change in Nature of Business. The Company shall not, and the

Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each

of its Subsidiaries on the Subscription Date or any business substantially related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate

structure or purpose.

(i) Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each

of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the

properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(j)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working

order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any

loss or forfeiture thereof or thereunder.

(k) Maintenance of Intellectual Property. The Company will, and will

cause each of its Subsidiaries to, take all action necessary or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries that are necessary or

material to the conduct of its business in full force and effect.

(l) Maintenance of Insurance. The Company shall

maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance)

with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried

generally in accordance with sound business practice by companies in similar businesses similarly situated.

(m)

Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase,

sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business in a manner and to an extent consistent with past practice and

necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an

affiliate thereof.

(n) Restricted Issuances. The Company shall not, directly or

indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or

(ii) issue any other securities that would cause a breach or default under the Notes.

(o) Stay, Extension and

Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever

or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede

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

(p) Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever

(together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their

rents, receipts or earnings arising therefrom (except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). The Company and its Subsidiaries shall file on or before

the due date therefor all personal property tax returns (except where the failure to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding the foregoing, the Company and

its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves therefor in accordance with GAAP.

(q) Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has

occurred and is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the Holder reasonably believes an Event of Default may have occurred

or be continuing, the Company shall hire an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent

Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each holder of a

Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its

Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account, records,

reports and other papers not

contractually required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and

inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information with respect to the business and properties of the

Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto

to, the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the

Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

17.

SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement, the other Security Documents).

18. DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6(a) or 7, if the Company shall declare or make any

dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other

securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such

Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such

purpose that the Note was converted at a conversion price equal to 93% of the lowest VWAP of the Common Stock during the ten (10) Trading Days immediately preceding the applicable record date) immediately prior to the date on which a record is

taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in

any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be

entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the

Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any

Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

19. AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d) and this

Section 19, which may not be amended, modified or waived by the parties hereto, the prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.

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

by the Holder without the consent of the Company.

21. REISSUANCE OF THIS NOTE.

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

Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 21(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than

the entire outstanding Principal is being transferred, a new Note (in accordance with Section 21(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note,

acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of

this Note.

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

the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any

indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance

with Section 21(d)) representing the outstanding Principal.

This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 21(d) and in principal amounts of at least $1,000) representing in the aggregate the

outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

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

new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 21(a) or

Section 21(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately

prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and

(v) shall represent accrued and unpaid Make-Whole Amount, Interest and Late Charges from the Issuance Date.

22. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.

The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive

relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise, and no delay in

exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other

right, power or remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at

law or equity. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like

(and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a

breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder

shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity

of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the

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

23. PAYMENT OF COLLECTION,

ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under

this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the

Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and

disbursements. The Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof.

24. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be

construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun

herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without

limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise, all

section references are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction

Documents unless otherwise consented to in writing by the Holder.

25. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the

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

other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 25 shall permit any waiver

of any provision of Section 3(d).

26. DISPUTE RESOLUTION.

(a) Submission to Dispute Resolution.

(i) In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion

Price, a Black Scholes Consideration Value, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or the applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the

determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the

circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such

Closing Bid Price, such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable

Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the

Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.

(ii) The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so

delivered in accordance with the first sentence of this Section 26 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately

preceding clauses (A) and (B) are

collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the

Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written

documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the

Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written

documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the

Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment

bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

(b)

Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 26 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of

the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 26, (ii) a

dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration per share at which an

issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement,

instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the

selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to

be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable

Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 26 to any state or federal court sitting in The City of New York, Borough of

Manhattan in lieu of utilizing the procedures set forth in this Section 26 and (v) nothing in this Section 26 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with

respect to any matters described in this Section 26).

27. NOTICES; CURRENCY; PAYMENTS.

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

shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of

such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and

certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock,

(B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with

respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

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

Dollars”), and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the

date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall Street Journal on the

relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period of time).

otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as

previously provided to the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement), provided that the Holder may elect to receive

a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of

this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due

(except to the extent Interest is simultaneously accruing at the Default Rate hereunder) shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per

annum from the date such amount was due until the same is paid in full (“Late Charge”).

28. CANCELLATION. After all Principal, Make-Whole Amount, accrued Interest, Late

Charges and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

29. WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all

other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase Agreement.

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

validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the

application of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 26 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The

City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing

contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any

collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 26. THE COMPANY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

31. JUDGMENT CURRENCY.

(a) If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes

necessary to convert into any other currency (such other currency being hereinafter in this Section 31 referred to as the “Judgment Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the

Exchange Rate prevailing on the Trading Day immediately preceding:

(i) the date actual payment of the amount due, in the

case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such conversion being made on such date: or

(ii) the date on which the foreign court determines, in the case of any

proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 31(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If in the case of any proceeding in the court of any jurisdiction referred to in Section 31(a)(ii) above, there is a

change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment

Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange

Rate prevailing on the Judgment Conversion Date.

a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Note.

32.

TAX MATTERS.

(a) Any and all payments by the Company hereunder, including any amounts (or shares of Common Stock)

received on a conversion or redemption of the Note and any amounts on account of interest or deemed interest, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or

withholdings, and all liabilities with respect thereto, unless the Company is required to withhold or deduct any amounts for, or on account of any applicable law (each, a “Withheld Amount”). If the Company shall be required to

deduct any Withheld Amount from or in respect of any sum payable hereunder to the Holder, (i) the sum payable shall be increased by the amount by which the sum payable would otherwise have to be increased (the “tax make-whole

amount”) to ensure that after making all required deductions (including deductions applicable to the tax make-whole amount) the Holder would receive an amount equal to the sum it would have received had no such deductions been made,

(ii) the Company shall make such deductions and (iii) the Company shall pay the full amount withheld or deducted to the relevant governmental authority within the time required.

(i) In addition, the Company agrees to pay to the relevant governmental authority in accordance with applicable law any present

or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or in connection with the execution, delivery, registration or performance of, or otherwise with respect

to, this Note (“Other Taxes”).

(ii) The Company shall deliver to the Holder official receipts, if any,

in respect of any taxes payable hereunder promptly after payment of such taxes or other evidence of payment reasonably acceptable to the Holder.

(iii) If the Company fails to pay any amounts in accordance with this

Section 32, the Company shall indemnify the Holder within ten (10) calendar days after written demand therefor, for the full amount of any such taxes, plus any related interest or penalties, that are paid by the Holder to the relevant

governmental authority as a result of such failure.

(iv) The obligations of the Company under this Section 32(a)

shall survive the termination of this Note and the payment of the Note and all other amounts payable hereunder.

(b) The

Holder and beneficial owner of this Note, by the acceptance of this Note or acquisition of any beneficial interest therein, and the Company each mutually covenant and agree, to treat this Note as indebtedness for all purposes and will not take any

action contrary to such characterization, including filing any tax returns or financial statements inconsistent therewith.

(c) The Holder and beneficial owner of this Note, by the acceptance of this Note or acquisition of any beneficial interest

therein, covenants and agrees, for the benefit of the Company, to the extent it is legally able to do so, to provide to the Company and its paying agent (if any) such properly completed and executed reasonable documentation, information or

certification (including, but not limited to, Internal Revenue Service Forms W-8BEN, W-8BEN-E,

W-8IMY, W-8ECI, W-8EXP and W-9, (or any successor forms) and portfolio interest

certificates) as (1) would reduce or eliminate withholding taxes imposed on any amount payable by the Company (and its paying agent, if any) and/or (2) may be helpful (as reasonably determined by the Company or its paying agent) for the

Company (and its paying agent, if any) to satisfy its obligations relating to FATCA, withholding (including backup withholding) and information reporting under the Code (as defined in the Securities Purchase Agreement) and any other applicable law.

(d) To the extent this Note is subject to Section 871(m) of the Code, for purposes of Section 871(m) of the Code

and the regulations thereunder, the Common Stock is not expected to have a dividend during the life of the Note and therefore the estimate of the dividend amount for such purposes is zero.

33. SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court

of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such

provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the

prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be

conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

34. MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase

Agreement, nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other

charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

35. CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

(a) “1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(b) “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations

thereunder.

(i) the Floor Price then in effect and (ii) 20% of the lower of (x) the closing price of the Common Stock of the Principal Market (as reported by the Principal Market) as of the Trading Day ended immediately prior to such applicable

Adjustment Date and (y) the quotient of (I) the sum of each the closing price of the Common Stock of the Principal Market (as reported by the Principal Market) on each Trading Day of the five (5) Trading Day period ended on, and

including, the Trading Day ended immediately prior to such applicable Adjustment Date, divided by (II) five (5). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar

transaction during any such measuring period.

(d) “Adjustment Right” means any right granted with

respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than rights of the type described in Section 6(a)

hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(e) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly

controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 20% or more of the stock

having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(f) “Alternate Conversion Floor Price Amount” means an amount in cash, to be delivered by wire transfer of

immediately available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the

Trading Day immediately preceding the relevant Alternate Conversion Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be

delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of

the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to the Floor Price then in effect.

(g) “Alternate Conversion Price” means, with respect to

any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, (ii) 85% of the VWAP of the Common Stock as of the

Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice and (iii) the greater of (x) the Floor Price then in effect and (y) the lesser of (A) 85% of the VWAP of the Common Stock as of the

Trading Day of the delivery or deemed delivery of the applicable Conversion Notice and (B) 85% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding

the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

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

of the Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their

capacity as such.

(i) “Asset Sale” shall have the meaning as set forth in Section 16(f) above.

(j) “Attribution Parties” means, collectively, the following Persons and entities: (i) any

investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or

principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other

Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the

foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

(k)

“Black Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model

obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of

definitive documents with respect to the issuance

of such Option, Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of

such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility

equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such

Option, Convertible Security or Adjustment Right (as the case may be).

(l) “Bloomberg” means Bloomberg,

L.P.

(m) “Business Day” means any day other than Saturday, Sunday or other day on which commercial

banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at

home”, “shelter-in-place”, “non-essential employee” or any other similar orders or

restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are

open for use by customers on such day.

(n) “Change of Control” means any Fundamental Transaction other

than (i) any merger of the Company or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of Common Stock in which

holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or

indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)

of such entity or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or any of its

Subsidiaries.

(o) “Change of Control Redemption Premium” means 120%.

(p) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,

the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing

bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal

securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by

Bloomberg, or if the foregoing do not apply, the last closing bid

price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for

such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on

any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are

unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 26. All such determinations shall be appropriately adjusted for any stock splits, stock dividends,

stock combinations, recapitalizations or other similar transactions during such period.

(q) “Closing

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

(r) “Common

Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of

such common stock.

(s) “Conversion Floor Price Condition” means that the relevant Alternate Conversion

Price is being determined based on clause (x) of such definition.

(t) “Convertible Securities”

means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(u) “Current Public Information Failure” means either (x) the Company fails for

any reason to satisfy the requirements of Rule 144(c)(1) of the 1933 Act, including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) of the 1933 Act or (y) the Company has ever been an

issuer described in Rule 144(i)(1)(i) of the 1933 Act or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) of the 1933 Act.

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

Nasdaq Global Select Market or the Nasdaq Global Market.

(w) “Event of Default Redemption Premium”

means 125%.

(x) “Event Market Price” means, with respect to any Stock

Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day

period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).

(y) “Excluded Securities” means any of the following: (i) shares of Common Stock or standard options to

purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking

into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior

to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise

materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are

covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued

pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or

otherwise pursuant to the terms of the Notes; or (iv) any sales of shares of Common Stock under the Permitted ATM (as defined in the Securities Purchase Agreement).

(z) “Fiscal Quarter” means each of the fiscal quarters adopted by the Company for financial reporting

purposes that correspond to the Company’s fiscal year as of the date hereof that ends on December 31.

(aa)

“Floor Price” means $0.5848 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), or such lower amount as the Principal Market shall permit from time to time, provided that if

on the six month anniversary of the Issuance Date (the “Adjustment Date”), the Floor Price then in effect is higher than the Adjusted Floor Price with respect to the Adjustment Date, on the Adjustment Date the Floor Price shall be

automatically lowered to such applicable Adjusted Floor Price.

(bb) “Fundamental Transaction” means (A) that the

Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject

Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule

1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have

its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding

shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or

(z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as

defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either

(x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any

Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as

defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”

(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common

Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner

whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock

not held by all such Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by

issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender

their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into

any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the

terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(cc) “GAAP” means United States generally accepted

accounting principles, consistently applied.

(dd) “Group” means a “group” as that term is

used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(ee) “Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal

amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

(ff) “Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(gg) “Interest Rate” means eight percent (8%) per annum, as may be adjusted from time to time in

accordance with Section 2.

(hh) “Investment” means any beneficial ownership (including stock,

partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the purchase of any assets of

another Person for greater than the fair market value of such assets.

(ii) “Late Charge” shall have the

meaning as set forth in Section 27(c).

(jj) “Make-Whole Amount” means, as of any given date and as

applicable, in connection with any conversion, redemption or other repayment hereunder, an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate then in effect assuming for calculation purposes that

the outstanding Principal of this Note as of the Closing Date remained outstanding through and including the Maturity Date.

(kk) “Maturity Date” shall mean [ ]3; provided, however, the Maturity Date may be extended at the option of the Holder (i) if the Company has publicly reported CNSide®

Cerebrospinal Fluid Tumor Cell Enumeration test sales of at least $10,000,000 by the filing of its Quarterly Report on Form 10-Q for the second quarter of 2027; (ii) in the event that, and for so long as, an

Event of Default shall have occurred and be continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (iii) through the date that is twenty

(20) Business Days after the consummation of a Fundamental Transaction in the event that

Insert first anniversary of the Issuance Date.

a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of this Note

pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.

(ll) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common

Stock or Convertible Securities.

(mm) “Parent Entity” of a Person means an entity that, directly or

indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest

public market capitalization as of the date of consummation of the Fundamental Transaction.

(nn) “Permitted

Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens and

(iii) Indebtedness in respect of one or more corporate credit card facilities maintained with Wells Fargo Bank, National Association (or its affiliates), in an aggregate amount not to exceed $100,000 at any time outstanding.

(oo) “Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in

good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet

due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or

delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness

incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements

thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1,000,000, (v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured

by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed

or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees

or attachments in circumstances not constituting an Event of Default under Section 4(a)(x), (viii) any Liens in respect of indebtedness incurred under clause (i) of the definition of Permitted Indebtedness, and (ix) Liens on the

Company’s deposit account maintained at Wells Fargo securing Indebtedness permitted under clause (iii) of the definition of Permitted Indebtedness.

(pp) “Person” means an individual, a limited liability

company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(qq) “Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock

on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed $3.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such

measuring period.

(rr) “Principal Market” means the Nasdaq Capital Market.

(ss) “Redemption Date” means any Event of Default Redemption Date, Asset Sale Optional Redemption Date,

Subsequent Placement Optional Redemption Date, Company Optional Redemption Date and/or Change of Control Redemption Date, as applicable.

(tt) “Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Asset Sale

Optional Redemption Notices, the Subsequent Placement Optional Redemption Notices, the Company Optional Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption

Notice.”

(uu) “Redemption Premium” means 125%.

(vv) “Redemption Prices” means, collectively, Event of Default Redemption Prices, the Company Optional

Redemption Prices, the Asset Sale Optional Redemption Prices, the Subsequent Placement Optional Redemption Prices and the Change of Control Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”

(ww) “SEC” means the United States Securities and Exchange Commission or the successor thereto.

(xx) “Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the

Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

(yy) “Security Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.

(zz) “Subscription Date” shall have the meaning set forth

in the opening paragraph of this Note.

(aaa) “Subsidiaries” shall have the meaning as set forth in the

Securities Purchase Agreement.

(bbb) “Subject Entity” means any Person, Persons or Group or any

Affiliate or associate of any such Person, Persons or Group.

(ccc) “Successor Entity” means the Person

(or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

(ddd) “Subsequent Placement” means any direct or indirect issuance, offer, sale, grant of

any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) by the Company and/or any of its Subsidiaries of any equity security and/or any

equity-linked and/or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents (as defined in the Securities Purchase

Agreement), any debt, any preferred stock or any purchase rights.

(eee) “Trading Day” means, as

applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for

the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such

exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of

trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price

determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

(fff) “Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar

trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the

“Volume Failure Measuring Period”), is less than $500,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date).

(ggg) “VWAP” means, for any security as of any date, the

dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security

is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period

beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid

price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such

security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market

value of such security, then such dispute shall be resolved in accordance with the procedures in Section 26. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or

other similar transaction during such period.

36. DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company

from the Holder) of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material,

non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the

Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 36 shall limit any obligations of the Company, or any

rights of the Holder, under Section 4(l) of the Securities Purchase Agreement.

37. ABSENCE OF TRADING AND DISCLOSURE

RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or

(b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such

confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the

Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance

Date set out above.

CERENOME, INC.

By:

Name:

Title:

Senior Convertible

Note - Signature Page

EXHIBIT I

CERENOME, INC.

CONVERSION NOTICE

Reference is made to the Tranche A Senior Secured Convertible Note (the “Note”) issued to the undersigned by Cerenome,

Inc., a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common

Stock, $0.001 par value per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date of Conversion:

Aggregate Amortization Principal Amount to be

converted:

Aggregate accrued and unpaid Interest to be converted:

Make-Whole Amount, if any

Accrued and unpaid Late Charges, if any

AGGREGATE CONVERSION AMOUNT

TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Amortization Amount(s) to be reduced

(and corresponding

Amortization Date(s))

and amount of reduction:

If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the

following Alternate Conversion Price:____________

Please issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as

follows:

Check here if requesting delivery as a certificate to the following name and to the

following address:

Issue to:

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:_____________________

E-mail Address:

Exhibit II

ACKNOWLEDGMENT

The

Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the

Holder’s execution and delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated number of shares

of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.

CERENOME, INC.

By:

Name:

Title:

EX-10.1

Filename: d382364dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2026, is by and among Cerenome,

Inc., a Delaware corporation with offices located at 6420 Levit Green Boulevard, Suite 310, Houston, Texas 77021 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a

“Buyer” and collectively, the “Buyers”).

RECITALS

A. Subject to the terms and conditions set forth in this Agreement, the Company and each Buyer desire to enter into this Agreement to purchase

the Notes (as defined below) pursuant to an exemption from the registration requirements of Section 5 of the 1933 Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.

B. The Company has authorized a new series of Senior Secured Convertible Notes of the Company, in the aggregate original principal amount of

$21,276,596 in the form attached hereto as Exhibit A (the “Notes”), consisting of (i) Notes in the aggregate original principal amount of $3,191,489 (the “Initial Notes”), which Initial Notes

are convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Initial Notes, including, without limitation, upon conversion or otherwise, collectively, the “Initial

Conversion Shares”), (ii) Notes in the aggregate original principal amount of $2,127,660 (the “Second Notes”), which Second Notes are convertible into shares of Common Stock (the shares of Common Stock issuable

pursuant to the terms of theSecond Notes, including, without limitation, upon conversion or otherwise, collectively, the “Second Conversion Shares) and (iii) Notes (the “Additional Notes”) in the aggregate

original principal amount of $15,957,447, which Additional Notes are convertible into shares of Common Stock (the shares of Common Stock issuable pursuant to the terms of the Additional Notes, including, without limitation, upon conversion or

otherwise, collectively, the “Additional Conversion Shares,” and together with the Initial Conversion Shares and the Second Conversion Shares, the “Conversion Shares”), in each case in accordance with the

terms of the Notes.

C. Each Buyer wishes to purchase, and the Company wishes to sell, at the Initial Closing (as defined below), upon the

terms and conditions stated in this Agreement, a Note in the original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

D. Each Buyer wishes to purchase, and the Company wishes to sell, at the Second Closing (as defined below), upon the terms and conditions

stated in this Agreement, a Note in the original principal amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

E. Subject to the terms and conditions set forth in this Agreement, the Company may require each Buyer to purchase, severally, and one or more

Buyers may require the Company to sell, in one or more Additional Closings (as defined below), up to such aggregate original principal amount of Additional Notes as set forth opposite such Buyer’s name in column (5) of the Schedule of

Buyers.

F. The Notes and the Conversion Shares are collectively referred to herein as the

“Securities.”

G. The Notes will rank senior to all outstanding and future indebtedness of the Company and its

Subsidiaries (as defined below) and the Notes will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect Subsidiaries, including a pledge of all of the capital

stock of each of the Subsidiaries, as evidenced by (i) a security agreement in the form attached hereto as Exhibit B (the “Security Agreement”), (ii) account control agreements with respect to certain accounts

described in the Note and the Security Agreement, in form and substance acceptable to each Buyer, duly executed by the Company and each depositary bank (each, an “Controlled Account Bank”) in which each such account is maintained

(the “Controlled Account Agreements”, and together with the Security Agreement, the Perfection Certificate (as defined below) and the other security documents and agreements entered into in connection with this Agreement and each

of such other documents and agreements, as each may be amended or modified from time to time, collectively, the “Security Documents”), and (iii) a guarantee executed by each Subsidiary of the Company, in the form attached

hereto as Exhibit C (collectively, the “Guarantees”) pursuant to which each of them guarantees the obligations of the Company under the Transaction Documents (as defined below).

H. At the Initial Closing Date (as defined below), the parties will execute and deliver a registration rights agreement, substantially in the

form attached hereto as Exhibit D (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain registration rights with respect to the Registrable Securities (as defined in the

Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder and applicable state securities laws.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

PURCHASE AND SALE OF NOTES.

(a) Purchase of Notes

(i) Initial Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a)

below, the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Initial Closing Date (as defined below), an Initial Note in the aggregate original principal amount set

forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (the “Initial Closing”).

(ii) Second Closing. Subject to the satisfaction (or waiver) of

(1) the conditions set forth in Sections 6(b) and 7(b) below and (2) the Second Closing Funding Conditions (as defined below), the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to

purchase from the Company on the Second Closing Date (as defined below), a Second Note in the aggregate original principal amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (the “Second

Closing”). “Second Closing Funding Conditions” means (a) the initial Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the SEC (and with respect to which no stop

order has been issued), and (b) there shall have been no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default (as defined in the Initial Notes).

(iii) Additional Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(c) and 7(c)

below, if a Buyer has delivered an Additional Closing Notice (as defined below) to the Company, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the

applicable Additional Closing Date (as defined below), an Additional Note in the aggregate original principal amount as is set forth in such Additional Closing Notice, not in excess, in the aggregate with all prior Additional Closings, of such

aggregate original principal amount of Additional Notes as set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the “Additional Closing”).

(b) Closings. The Initial Closing, the Second Closing and each Additional Closing are each referred to in this Agreement as a

“Closing”. Each Closing of the purchase of the Notes by the Buyers shall occur at the offices of Honigman LLP, 2290 First National Building, 660 Woodward Avenue, Detroit, MI 48226 or at a location mutually agreed upon by the

parties hereto.

(i) Initial Closing. The date and time of the Initial Closing (the “Initial Closing

Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Initial Closing set forth in Sections 6(a) and 7(a) below are satisfied or waived (or such other date as is

mutually agreed to by the Company and each Buyer). As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain

closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”,

“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure

of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on

such day.

(ii) Second Closing. The date and time of the Second Closing (the “Second Closing

Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Second Closing set forth in Sections 1(a)(ii), 6(b) and 7(b) are satisfied or waived (or such other date as is

mutually agreed to by the Company and each Buyer).

(iii) Additional Closings.

(1) Additional Closings at the Buyer’s Election. Subject to

the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(iii) and Sections 6(c) and 7(c) below (the “Additional Closing Conditions”), each Buyer, severally, shall have the right, exercisable

by e-mail delivery of a written notice to the Company (each, an “Additional Optional Closing Notice”, and the date thereof, each an “Additional Optional Closing Notice

Date”) to purchase, and to require the Company to sell to such Buyer, at one or more Additional Closings, up to such maximum aggregate original principal amount of Additional Notes as set forth opposite its name in column (5) of the

Schedule of Buyers (subject to reduction, on a dollar-for-dollar basis for the aggregate original principal amount of any Additional Notes issued in any Additional

Mandatory Closing prior to such date of determination), as applicable, on the Schedule of Buyers (each, an “Additional Optional Notes Amount”). Each Additional Optional Closing Notice shall specify (x) the proposed date and

time of the applicable Additional Closing (which, if unspecified in such Additional Optional Closing Notice, shall be the tenth (10th) Trading Day after such Additional Optional Closing Notice or such other date as is mutually agreed to by the

Company and each Buyer, each, an “Additional Optional Closing Date”), and (y) the applicable Additional Optional Notes Amount of the Additional Note to be issued to such Buyer at such Additional Closing, which amount shall be

not less than $1,000,000. The Buyers’ rights to effect any Additional Optional Closings hereunder shall terminate at 9:00 AM, New York City time on the 18 month anniversary of the Initial Closing Date (the “Additional Closing

Expiration Date”). The date and time of each Additional Closing (each an “Additional Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to such Additional Closing

set forth in Sections 6(c) and 7(c) below are satisfied or waived (or such other date as is mutually agreed to by the Company and the applicable Buyer). If a Buyer provides an Additional Optional Closing Notice to the Company, the

Company shall be required to file a Registration Statement (as defined in the Registration Rights Agreement) to register the resale of the Additional Conversion Shares underlying such Additional Notes issued for such Additional Closing (if not

previously so registered under the Registration Rights Agreement), and such Buyer shall not be required to deliver the applicable Purchase Price for such Additional Notes to the Company until a Registration Statement (as defined in the Registration

Rights Agreement) registering the resale of the Additional Conversion Shares underlying such Additional Notes has been (or previously had been) declared effective by the Securities and Exchange Commission (the “SEC”).

(2) Additional Closings at the Company’s Election.

a) General. Subject to the satisfaction (or waiver) of the Additional Mandatory Closing Notice Eligibility Conditions

(as defined below) and the Additional Closing Conditions, at any time of determination, if (i) no greater than $2,000,000 in aggregate principal amount of Notes then remains outstanding, (ii) no Closings have occurred hereunder for a

period of at least 10 Trading Days (as defined in the Notes), (iii) no Authorized Share Failure (as defined below) exists, (iv) the Stockholder Approval (as defined below) has been obtained, (v) no Price Failure (as defined in the Notes)

exists as of such date of determination and (vi) no Volume Failure (as defined in the Notes) exists as of such date of determination (such conditions, collectively, the “Additional Mandatory Closing Notice Eligibility

Conditions”, and any such applicable date all such Additional Mandatory Closing Notice Eligibility Conditions are satisfied in full, each an “Additional Mandatory Closing Notice Eligibility Date”), the Company shall have

the right exercisable by delivery to the Buyers of one or more written notices (each an “Additional Mandatory Closing Notice”, and together with each Additional Optional Closing Notice, each an “Additional Closing

Notice”, and the date of each Additional Mandatory Closing Notice, each, an “Additional Mandatory Closing Notice Date”, together with each Additional Optional Closing Notice Date, an “Additional Closing Notice

Date”), executed by the chief executive officer or chief financial officer of the Company, to require each Buyer to purchase, subject to the satisfaction (or waiver) of the Additional Closing Conditions and continued compliance with (or

waiver of) the Additional Mandatory Closing Notice Eligibility Conditions, as applicable, up to $15,957,447 in aggregate original principal amount of Additional Notes in one or more Closings (each an “Additional Mandatory

Closing”) in accordance with this Section 1(b)(iii)(2), provided that the maximum aggregate original principal amount of Additional Notes to be sold at any individual Additional Closing shall not exceed

$5,319,149.

b) Mechanics. Each Additional Mandatory Closing Notice shall (A) certify that an Additional

Mandatory Closing Eligibility Date exists as of such date of determination and that, other than with respect to deliverables to be delivered to each Buyer at such Additional Mandatory Closing, all of the conditions to closing set forth in this

Section 1(b)(iii)(2) and Sections 6(c) and 7(c) below have been satisfied in full as of such applicable Additional Mandatory Closing Notice Date, (B) state the aggregate original principal amount of the Additional

Notes to be purchased by the Buyers (which, with respect to any given Buyer (x) at the First Additional Closing shall not exceed such aggregate original principal amount of such Additional Notes as set forth opposite its

name in column (5) on the Schedule of Buyers and (y) at any Additional Closing, shall not exceed the lesser of (I) such Buyer’s pro rata allocation of the aggregate original

principal amount for such Additional Closing and (II) such aggregate original principal amount of such Additional Notes as set forth opposite its name in column (5) on the Schedule of Buyers (subject to reduction, on a dollar-for-dollar basis for the aggregate original principal amount of any Additional Notes issued in any Additional Closing prior to such date of determination) (or such

other amount as the Company and each such applicable Buyer shall mutually agree)), (C) specify the proposed date of such Additional Mandatory Closing (which shall be no less than two (2) Business Days nor more than twenty (20) Business

Days after such Additional Mandatory Closing Notice Date, subject to the right of each Buyer, by written notice to the Company, to accelerate such applicable Additional Closing Date (each, an “Additional Mandatory Closing Date”,

and together with the Initial Closing Date, the Second Closing Date and each other Additional Closing Date, each a “Closing Date”) to an earlier date, not less than one (1) Trading Day after such applicable Additional

Mandatory Closing Notice Date (or such other date as such Buyer and the Company shall mutually agree)), and (D) confirm whether or not such Additional Mandatory Closing Notice constitutes material

non-public information. Each Additional Mandatory Closing Notice shall be irrevocable, and the Company may only deliver one Additional Mandatory Closing Notice in any sixty (60) Trading Day period

(subject to extension on a day-by-day basis by the number of Trading Days during such period and any extension thereof contemplated by this proviso on which any Buyer is

restricted from trading due to such Buyer’s possession of material non-public information of the Company and/or any of its Subsidiaries). For the avoidance of doubt, the Buyers shall not be required to

consummate any Additional Closing if on the Additional Closing Date the Company fails to satisfy any of the Additional Mandatory Closing Notice Eligibility Conditions, if an Event of Default exists or if the Company fails to satisfy any of the other

conditions to closing herein (unless waived in writing by the applicable Buyer participating in such Additional Mandatory Closing). Notwithstanding the foregoing, no Buyer shall be required to deliver the applicable Purchase Price for such

Additional Notes to the Company until a Registration Statement (as defined in the Registration Rights Agreement) registering the resale of the Additional Conversion Shares underlying such Additional Notes has been (or previously had been) declared

effective by the SEC. The Company’s right to require a Buyer to purchase Additional Notes pursuant to an Additional Mandatory Closing Notice shall automatically expire at 9:00 AM, New York City time on the Additional Closing Expiration Date.

Buyer (the “Initial Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers. The purchase price for the Second Notes to be purchased by each Buyer (the

“Second Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers. The aggregate maximum purchase price for the Additional Notes to be purchased by each

Buyer (the “Aggregate Maximum Additional Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers. Each Buyer shall pay $940 for each $1,000 of

original principal amount of Notes.

(d) Form of Payment; Deliveries.

(i) On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of any

Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Initial Notes to be issued and sold to such Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Initial Flow of Funds

Letter (as defined below) and (ii) the Company shall deliver to each Buyer an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers, duly executed

on behalf of the Company and registered in the name of such Buyer or its designee.

(ii) On the Second Closing Date,

(i) each Buyer shall pay its respective Second Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Second Notes to be issued and sold to such Buyer at the Second Closing, by

wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer a Second Note in the aggregate original principal amount as is set forth

opposite such Buyer’s name in column (7) of the Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

(iii) On the applicable Additional Closing Date, (A) each Buyer participating in such Additional Closing shall pay its

respective portion of the purchase price of the Additional Notes in such Additional Closing (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for such aggregate original principal amount of

Additional Notes to be issued and sold to such Buyer at such Additional Closing, by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below) and (B) the Company shall deliver to each

such applicable Buyer an Additional Note in the original principal amount as is set forth in the applicable Additional Closing Notice.

BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of

each Closing Date:

(a) Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under

the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations

hereunder and thereunder.

(b) Public Sale or Distribution. Such Buyer (i) is acquiring the Notes, and (ii) upon

conversion of its Notes shall acquire the Conversion Shares issuable upon conversion thereof, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable

securities laws, except pursuant to sales registered or exempted under the Securities Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for

any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the Securities Act. Such Buyer does not presently

have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited

liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

(c) Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

(d) Reliance on Exemptions. Such Buyer understands that the Notes are being offered and sold to it in reliance on specific

exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties,

agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Notes.

(e) Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and

operations of the Company and materials relating to the offer and sale of the Notes that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such

inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties

contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with

respect to its acquisition of the Securities.

(f) No Governmental Review. Such Buyer understands that no United States federal or

state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or

endorsed the merits of the offering of the Securities.

(g) Transfer or Resale. Such Buyer understands that, except as provided in

the Registration Rights Agreement and Section 4(k) hereof: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred

unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be

sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred

pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms

of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act)

may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the

1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing

arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any

notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(g).

(h) Validity; Enforcement. This Agreement and each of the other Transaction Documents to which such Buyer is a party has been duly and

validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited

by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and each of the other Transaction Documents

to which such Buyer is a party and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a

default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a

party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts,

defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

(j) No Group. Other than affiliates of such Buyer who are also Buyers under this

Agreement, such Buyer is not under common control with or acting in concert with any other Buyer and is not part of a “group” for purposes of the 1934 Act.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, as of the date hereof and as of each Closing Date:

(a) Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted.

Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such

qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse

Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or

taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the

Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below). Other than CNSide Diagnostics, LLC, a Delaware limited liability company, the Company has no Subsidiaries.

“Subsidiaries” means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II) controls or operates all or any

part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations

under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its

Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion

Shares issuable upon conversion of the Notes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC

of (A) the 8-K Filings (as defined below) and (B) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further

filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or

their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered

by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or

applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to

contribution may be limited by federal or state securities law. Prior to the Initial Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,

valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by

federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Registration Rights Agreement, the Guarantees, the Security Documents, the Irrevocable Transfer Agent Instructions (as

defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

(c) Issuance of Securities. The issuance of the Notes are duly authorized and upon issuance in accordance with the terms of the

Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal,

encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 300% of

the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued as of such time of determination, (x) the Notes are

convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Initial

Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any

limitations on the conversion of the Notes set forth in the Notes). Upon issuance or conversion in accordance with the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or

similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer

and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. At the earliest time that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) relating to any of the Securities, the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the 1933 Act).

(d) No Conflicts. The execution, delivery and performance of the Transaction

Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the Conversion Shares and the

reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined

below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its

Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation

of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and

state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to

the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.

(e) Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any

filing or registration with (other than the Required Approvals), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective

obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain

pursuant to the preceding sentence have been or will be obtained or effected on or prior to the applicable Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or

any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge of any

facts or circumstances which would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political

jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other

tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the

foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(f) Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each 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 no Buyer is (i) an officer or director of the Company or any of its

Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its

knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities

Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is 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 such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party

has been based solely on the independent evaluation by the Company, each Subsidiary and their respective representatives.

(g)

Placement Agent’s Fees. The Company shall be responsible for the payment of any placement agent 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 Notes. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation,

attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim arising out of any action by the Company. Neither the Company nor any of its

Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Notes.

(h) No Integrated

Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under

circumstances that would cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or

automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would

cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(i) Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes

in accordance with this Agreement, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(j) Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if

any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar

anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the

transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if

any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k) SEC Documents; Financial Statements. During the two (2) years prior to the

date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed

prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).

As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents,

at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and

regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the

periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary

statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to

normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable

based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board

which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation,

information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under

which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto)

included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order

for any of the Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial

Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

(l) Absence of Certain Changes. Since December 31, 2025, there has been no

material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since

December 31, 2025, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any

capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,

insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any

actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby

to occur at the applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis,

(A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its

Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur

debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the

case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,

as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute

unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

(m) No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or

exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or

otherwise), that (A)(i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on a form the Company is currently eligible to use relating to an issuance and sale by the Company of the Notes,

(ii) would reasonably be expected to have a material effect on a Buyer’s investment decision with respect to the Notes or (iii) would have a Material Adverse Effect and (B) has not been publicly disclosed.

(n) Conduct of Business; Regulatory Permits. Neither the Company nor any of its

Subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or

Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its

Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in

violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of

any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future.

During the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and

(iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market other than those from the Principal Markets as disclosed

in the SEC Documents. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to

possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or

modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party

which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct

of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any

of its Subsidiaries.

(o) Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer,

agent, employee, nor any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any

other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any

officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government

Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any

Government Official, for the purpose of:

(i) (A) influencing any act or decision of such Government Official in his/her

official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or

decision of any Governmental Entity, or

(ii) assisting the Company or its Subsidiaries in obtaining or retaining

business for or with, or directing business to, the Company or its Subsidiaries.

(p) Sarbanes-Oxley Act. The Company and each

Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q) Transactions With Affiliates. No current or former employee, partner, director, officer or stockholder (direct or indirect) of the

Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been,

(i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring

payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the

direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than

5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Notes)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to

the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is

indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services

rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding

under any stock option plan approved by the Board of Directors of the Company).

(r) Equity Capitalization.

(i) Definitions:

(A) “Common Stock” means (x) the Company’s shares of common stock, $0.001 par value per share,

and (y) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(B) “Preferred Stock” means (x) the Company’s

blank check preferred stock, $0.001 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which such preferred stock shall have been

changed or any share capital resulting from a reclassification of such preferred stock (other than a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii) Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company

consists of (A) 2,000,000,000 shares of Common Stock, of which, 7,589,774 are issued and outstanding and 4,736,622 shares are reserved for issuance pursuant to Common Stock Equivalents (as defined below) (other than the Notes) exchangeable for, or

convertible into, shares of Common Stock and (B) 5,000,000 shares of Preferred Stock, 1,952 of which are issued and outstanding. 10,337 shares of Common Stock are held in the treasury of the Company. “Common Stock Equivalents”

means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into or exchangeable for, or which otherwise entitles the holder thereof to

acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

(iii) Valid Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or

upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Common Stock Equivalents (as defined below)

(other than the Notes) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at

least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its

Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Common Stock Equivalents, whether or not presently

convertible, have been fully converted (as the case may be) taking account of any limitations on conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of

federal securities laws).

(iv) Existing Securities; Obligations. (A) None of the Company’s or any

Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to

subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts,

commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights

to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries;

agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to any of the

Transaction Documents); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by

which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered

by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(v) Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the

Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the

“Bylaws”), and the terms of all Common Stock Equivalents and the material rights of the holders thereof in respect thereto.

(s) Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on

Schedule 3(s)(i), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which

the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would

reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or

in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract,

agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any

liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and

which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money,

(B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the

ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or

similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or

incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the

rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or

similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the

holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or

property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y)

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary

purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be

complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(t)

Litigation. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge

of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their

capacities as such. No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there

has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its

Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the Company is not

aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction,

decree, determination or award of any Governmental Entity.

(u) Insurance. The Company and each of its Subsidiaries are insured by

insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the

Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when such

coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(v) Employee Relations. Neither the Company nor any of its Subsidiaries is a party to

any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or

other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the

Company or any such Subsidiary. No current (or former) executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other

key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign

laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect.

(w) Title.

(i) Real Property. Any real property (“Real Property”) held under lease by the Company or any of its

Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its

Subsidiaries.

(ii) Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title

to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the

“Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for

ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the applicable Closing. Each of the Company and its

Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the

property subject thereto.

(x) Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or

licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and

other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed to be conducted. Each of

patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(x)(i). Except as set forth in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned

or are expected to expire or terminate

or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual

Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual

Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

(y)

Environmental Laws.

(i)

The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined

below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license

or approval where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means

all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without

limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or

otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(ii)

No Hazardous Materials (A) have been disposed of or otherwise released from any Real Property of the

Company or any of its Subsidiaries in violation of any Environmental Laws; or (B) are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No

prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.

(iii)

Neither the Company nor any of its Subsidiaries knows of any other person who or entity which has stored,

treated, recycled, disposed of or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(iv)

None of the Real Properties are on any federal or state “Superfund” list or Liability Information

System (“CERCLIS”) list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(z) Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed

by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.

(aa) Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and

all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on

such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,

reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is

not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). The net operating loss carryforwards

(“NOLs”) for United States federal income tax purposes of the consolidated group of which the Company is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The transactions

contemplated hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability to utilize such NOLs.

(bb) Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial

reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with

management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to

any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed

by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures

designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or

officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant,

Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.

(cc) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other

relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably

likely to have a Material Adverse Effect.

(dd) Investment Company Status. The Company is not, and upon consummation of the sale of

the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or

“principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(ee) Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that

(i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer

agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative”

securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or

indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to

have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion

or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that following the public

disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities (including, without limitation, the location and/or

reservation of borrowable shares of Common Stock) at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Conversion Shares, as applicable,

deliverable with respect to the Securities are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the

existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a

breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(ff) Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and,

to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its

Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg) U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh) Reserved.

(ii)

Transfer Taxes . On the applicable Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each

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

(jj) Bank Holding Company Act; Regulation U or X.

(i) Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the

“BHCA”) and to regulation by the Board of Governors of the Federal Reserve System of the United States (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls,

directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(ii) The sale of the Notes, the use of proceeds thereof and the other transactions contemplated thereby or by the other

Transaction Documents, will not violate or be inconsistent with the provisions of Regulation U or X of the Board of Governors of the Federal Reserve.

(kk) Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll) Illegal or Unauthorized Payments; Political Contributions. Neither the Company

nor any of its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its

Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or

services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal

political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm) Money

Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and

regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of

September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle

B, Chapter V.

(nn) Management. To the knowledge of the Company, during the past five year period, no current or former officer or

director or no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:

(i) a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver,

fiscal agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing of such petition or such appointment, or any corporation or business association of which such

person was an executive officer at or within two years before the time of the filing of such petition or such appointment;

(ii) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations

that do not relate to driving while intoxicated or driving under the influence);

(iii) any order, judgment or decree, not

subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities:

(1) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor

broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or

as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(2) Engaging in any particular type of business practice; or

(3) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any

violation of securities laws or commodities laws;

(iv) any order, judgment or decree, not subsequently reversed, suspended

or vacated, of any authority barring, suspending or otherwise limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated with persons engaged in

any such activity;

(v) a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority

to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended or vacated; or

(vi) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have

violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo) Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable

stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under

the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the

grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp) No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably

anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the

Company’s ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements previously filed with the

SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.

(qq) No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions

contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(rr) Public Utility Holding Company Act. None of the Company nor any of its

Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 2005.

(ss) Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”

under the Federal Power Act, as amended.

(tt) Ranking of Notes. No Indebtedness of the Company, at each Closing, will be senior

to, or pari passu with, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.

(uu) Potential Products; FDA; EMEA.

(i) The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign

regulatory authorities necessary to conduct its business as currently conducted, including without limitation all such certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”)

or any other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous materials, except where the failure to so possess such certificates, authorizations and permits, individually or in the aggregate,

would not result in a Material Adverse Effect. The Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(ii) The Company has not received any

written notices or statements from the FDA, the European Medicines Agency (the “EMEA”) or any other governmental agency, and otherwise has no knowledge or reason to believe, that (i) any drug candidate of the Company (each a

“Potential Product”) may or will be rejected or determined to be non-approvable; (ii) a delay in time for review and/or approval of a marketing authorization application or marketing

approval application in any jurisdiction for any Potential Product is or may be required, requested or being implemented; (iii) one or more clinical studies for any Potential Product shall or may be requested or required in addition to the

clinical studies submitted to the FDA prior to the date hereof as a precondition to or condition of issuance or maintenance of a marketing approval for any Potential Product; (iv) any license, approval, permit or authorization to conduct any

clinical trial of or market any product or Potential Product of the Company has been, will be or may be suspended, revoked, modified or limited, except in the cases of clauses (i), (ii), (iii) and (iv) where such rejections, determinations,

delays, requests, suspensions, revocations, modifications or limitations might not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(iii) To the Company’s knowledge, the preclinical and clinical

testing, application for marketing approval of, manufacture, distribution, promotion and sale of the products and Potential Products of the Company is in compliance, in all material respects, with all laws, rules and regulations applicable to such

activities, including without limitation applicable good laboratory practices, good clinical practices and good manufacturing practices, except for such non-compliance as would not, individually or in the

aggregate, have a Material Adverse Effect. The Company is not aware of any studies, tests or trial the results of which reasonably call into question the results of the tests and trials conducted by or on behalf of the Company. The Company has not

received notice of adverse finding, warning letter or clinical hold notice from the FDA or any non-U.S. counterpart of any of the foregoing, or any untitled letter or other correspondence or notice from the

FDA or any other governmental authority or agency or any institutional or ethical review board alleging or asserting noncompliance with any law, rule or regulation applicable in any jurisdiction, except notices, letters, and correspondences and non-U.S. counterparts thereof alleging or asserting such noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has not, either voluntarily or involuntarily,

initiated, conducted or issued, or caused to be initiated, conducted or issued, any recall, field correction, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, investigator notice, or other notice or action

relating to an alleged or potential lack of safety or efficacy of any product or Potential Product of the Company, any alleged product defect of any product or Potential Product of the Company, or any violation of any material applicable law, rule,

regulation or any clinical trial or marketing license, approval, permit or authorization for any product or potential product of the Company, and the Company is not aware of any facts or information that would cause it to initiate any such notice or

action and has no knowledge or reason to believe that the FDA, the EMEA or any other governmental agency or authority or any institutional or ethical review board or other non-governmental authority intends to

impose, require, request or suggest such notice or action.

(vv) Cybersecurity. The Company and its Subsidiaries’ information

technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required

in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be

expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and

safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses.

“Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number,

driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission

Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information which would qualify as “protected health information”

under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that

allows the identification of

such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches,

violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person or such, nor any incidents under internal review or investigations

relating to the same except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries are presently in compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data

and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a

Material Adverse Effect.

(ww) Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times

were, in compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with,

and since May 25, 2018, have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times

made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any

applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or

potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(xx) Registration Rights. No holder of securities of the Company has rights to the registration of any securities of the Company

because of the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the

manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.

(yy) Disclosure. The Company confirms that neither it nor any other Person acting on its

behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or would reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the

existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the

Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its

Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,

not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a

whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did

not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are

made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or

conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and

forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or

forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or

periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the

transactions contemplated hereby other than those specifically set forth in Section 2.

COVENANTS.

(a) Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied

by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b) Reserved.

(c)

Reserved.

(d) Reserved.

(e) Blue Sky. The Company shall, on or before each Additional Closing Date, take such

action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at such Additional Closing pursuant to this Agreement under applicable securities or “Blue

Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to such Additional Closing Date. Without limiting any other

obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable

federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the

Securities to the Buyers.

(f) Reporting Status. Until the later of (x) the Additional Closing Expiration Date and (y) such date on

which the Buyers shall have sold all of the Securities (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an

issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.(g) Use of Proceeds. The Company will not use the proceeds from the sale of

the Initial Notes or the Second Notes, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or

(iii) the settlement of any outstanding litigation.

(h) Financial Information. The Company agrees to send the following to each

holder of Notes (each, an “Investor”) during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the

filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements

for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR or

are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any of its

Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or

giving thereof to the stockholders.

(i) Listing. The Company shall promptly secure the listing or designation for quotation (as

the case may be) of all of the Underlying Securities (as defined below) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as the case may be)

(subject to official notice of issuance) and shall maintain such listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such

national securities exchange or automated quotation system. The Company shall maintain the Common

Stock’s listing or authorization for quotation (as the case may be) on The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible

Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and

expenses in connection with satisfying its obligations under this Section 4(i). “Underlying Securities” means (i) the Conversion Shares and (ii) any capital stock of the Company issued or issuable with respect to

the Conversion Shares or the Notes, respectively, 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 (as defined in the Notes) into which the shares of Common Stock are converted or exchanged, in each case, without regard to any

limitations on conversion of the Notes.

(j) Fees. The Company shall reimburse the lead Buyer for all reasonable and documented

costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, diligence, negotiation, applicable closing and post-closing, as applicable, of the transactions contemplated by the Transaction Documents up to a

maximum amount of $175,000 for the Initial Closing and a maximum amount of $225,000 for all Closings (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of Honigman LLP, counsel to the lead

Buyer, any other reasonable and documented fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in

connection therewith) (the “Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the applicable Closing, provided, that the Company shall promptly reimburse Honigman LLP on demand for all

Transaction Expenses not so reimbursed through such withholding at a Closing. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, Controlled Account Bank (as defined in the Notes) fees,

transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless

against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim

relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(k) Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees

that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or

assignment of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other

Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(l) Disclosure of Transactions and Other Material Information.

(i) Disclosure of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the first (1st)

Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or

before 9:00 a.m., New York time, on the third (3rd) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K

describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all

schedules to this Agreement), the form of Notes and the form of Security Documents) (including all attachments, the “Initial 8-K Filing”). From and after the filing of the Initial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of

their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Initial 8-K Filing, the

Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees

or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. From and after the filing of the Initial 8-K Filing, the Company shall have disclosed all

material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the

transactions contemplated by the Transaction Documents. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the Company delivers to any Buyer (or receives from any Buyer, as applicable) an Additional

Closing, either issue a press release (the “Press Release”) or file a Current Report on Form 8-K (the “Additional 8-K Filing”, and

together with the Initial 8-K Filing, the “8-K Filings”), in each case reasonably acceptable to such Buyer participation in such Additional Closing,

disclosing that “an institutional investor” has elected to deliver an Additional Closing Notice to the Company or the Company has elected to effect an Additional Closing, as applicable. From and after the filing of the Press Release or

Additional 8-K Filing, solely to the extent such Additional Closing Notice constitutes material non-public information (as specified by the Company in its

acknowledgement to such applicable Additional Optional Closing Notice), the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its

Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional

8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of

their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

(ii) Limitations on Disclosure. The Company shall not, and the

Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the

Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing

covenants, including, without limitation, Section 4(q) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers,

directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the

form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of

its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for

any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall

not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any

Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any

press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law

and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the

applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or

otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by

a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of

confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

(iii) Other Confidential Information. Disclosure Failures; Disclosure Delay Payments. In addition to other

remedies set forth in this Section 4(l), and without limiting anything set forth in any other Transaction Document, at any time after the applicable Closing Date if the Company, any of its Subsidiaries, or any of their respective officers,

directors, employees or agents, provides any Buyer with material non-public information

relating to the Company or any of its Subsidiaries (each, the “Confidential Information”), the Company shall, on or prior to the applicable Required Disclosure Date (as defined

below), publicly disclose such Confidential Information on a Current Report on Form 8-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company shall have disclosed

all Confidential Information provided to such Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In

addition, effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their

respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event that the Company fails to effect such Disclosure on or prior to the

Required Disclosure Date and such Buyer shall have possessed Confidential Information for at least ten (10) consecutive Trading Days (as defined in the Notes) (each, a “Disclosure Failure”), then, as partial relief for

the damages to such Buyer by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after such Required Disclosure Date (which remedy shall not be exclusive of any other remedies available at law or in

equity), the Company shall pay to such Buyer an amount in cash equal to the greater of (I) two percent (2%) of the aggregate Purchase Price and (II) the applicable Disclosure Restitution Amount, on each of the following dates (each, a

“Disclosure Delay Payment Date”): (i) on the date of such Disclosure Failure and (ii) on every thirty (30) day anniversary such Disclosure Failure until the earlier of (x) the date such Disclosure Failure is cured

and (y) such time as all such non-public information provided to such Buyer shall cease to be Confidential Information (as evidenced by a certificate, duly executed by an authorized officer of the Company

to the foregoing effect) (such earlier date, as applicable, a “Disclosure Cure Date”). Following the initial Disclosure Delay Payment for any particular Disclosure Failure, without limiting the foregoing, if a Disclosure Cure Date

occurs prior to any thirty (30) day anniversary of such Disclosure Failure, then such Disclosure Delay Payment (prorated for such partial month) shall be made on the second (2nd) Business Day after such Disclosure Cure Date. The payments to

which an Investor shall be entitled pursuant to this Section 4(l)(iii) are referred to herein as “Disclosure Delay Payments.” In the event the Company fails to make Disclosure Delay Payments in a timely manner in accordance

with the foregoing, such Disclosure Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full.

(iv) For the purpose of this Agreement the following definitions shall apply:

(1) “Disclosure Failure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as

the quotient of (I) the sum of the five (5) highest VWAPs (as defined in the Notes) of the Common Stock during the applicable Disclosure Restitution Period (as defined below), divided by (II) five (5) (such period, the

“Disclosure Failure Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or

increases the Common Stock during such Disclosure Failure Measuring Period.

(2) “Disclosure Restitution Amount” means, as of any

Disclosure Delay Payment Date, the product of (x) difference of (I) the Disclosure Failure Market Price less (II) the lowest purchase price, per share of Common Stock, of any Common Stock issued or issuable to such Buyer Documents,

multiplied by (y) 10% of the aggregate daily dollar trading volume (as reported on Bloomberg (as defined in the Notes)) of the Common Stock on the Principal Market for each Trading Day either (1) with respect to the initial Disclosure Delay

Payment Date, during the period commencing on the applicable Required Disclosure Date through and including the Trading Day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect to each other Disclosure Delay

Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through and including the Trading Day immediately prior to such applicable Disclosure Delay Payment Date (such applicable period, the

“Disclosure Restitution Period”).

(3) “Required Disclosure Date” means (x) if

such Buyer authorized the delivery of such Confidential Information, either (I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of

such Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received any Confidential Information or (y) if

such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business Day after such Buyer’s receipt of such Confidential Information.

(m) Reserved.

(n)

Reservation of Shares. Until the later of (x) the Additional Closing Expiration Date and (y) such date as no Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose

of issuance, no less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (w) all Additional Notes shall have been issued as of such time of

determination, (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination, (y) interest on the Notes shall accrue through the first anniversary of the Initial

Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such applicable date of determination and (z) any such conversion shall not take

into account any limitations on the conversion of the Notes set forth in the Notes)(the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be reduced

other than proportionally in connection with any conversion, and/or redemption, as applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount

(each an “Authorized Share Failure”), the Company will promptly take all corporate action necessary to authorize and reserve a sufficient

number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction

Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares

of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(o) Conduct of

Business. Until the later of (x) the Additional Closing Expiration Date and (y) such date as no Notes remain outstanding, the business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or

regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

(p) Variable Rate Transactions. Until the later of (x) the Additional Closing Expiration Date and (y) such date as no Notes

remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than pursuant to the Permitted ATM).

“Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Common Stock Equivalents either (A) at a conversion, exercise or exchange rate or other price that is based

upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Common Stock Equivalents, or (B) with a conversion, exercise or exchange price that is subject to being

reset at some future date after the initial issuance of such Common Stock Equivalents or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, other

than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an

“at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary

“preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to

collect damages. “Permitted ATM” means that certain Equity Distribution Agreement with Canaccord Genuity LLC, dated as of June 1, 2026.

(q) Participation Right. At any time on or prior to the first anniversary of the Closing Date, neither the Company nor any of its

Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(q). The Company acknowledges and agrees that the right set forth in this Section 4(q) is a right

granted by the Company, separately, to each Buyer.

(i) At least five (5) Trading Days prior to any proposed or

intended Subsequent Placement, the Company shall deliver to each Buyer a written notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not

contain any information (including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public information, a statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer Notice does not

constitute or contain material, non-public information,

(x) a statement that the Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the

written request of a Buyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but

no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the

securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be

issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and

(D) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s pro rata portion of 25% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall

have the right to subscribe for under this Section 4(q) shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Buyers (the “Basic

Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or

acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining

Undersubscription Amount.

(ii) To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the

Company prior to the end of the fifth (5th) Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such

Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of

Acceptance”). If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase,

in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic

Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the

Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the

Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice.

(iii) The Company shall have five (5) Business Days from the expiration

of the Offer Period above (A) to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”) pursuant to a definitive

agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest

rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and

(y) either (I) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.

(iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and

on the terms specified in Section 4(q)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of

Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(q)(ii) above multiplied by a fraction, (i) the numerator of which shall be the

number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(q) prior to such reduction) and (ii) the denominator of

which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the

reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(q)(i) above.

(v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall

acquire from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced pursuant to Section 4(q)(iv) above if such Buyer has so elected, upon the terms

and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer of a separate purchase agreement relating to such Offered

Securities reasonably satisfactory in form and substance to such Buyer and its counsel.

(vi) Any Offered Securities not

acquired by a Buyer or other Persons in accordance with this Section 4(q) may not be issued, sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.

(vii) The Company and each Buyer agree that if any Buyer elects to

participate in the Offer, neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”) shall include any term or

provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in

connection with, any agreement previously entered into with the Company or any instrument received from the Company.

(viii) Notwithstanding anything to the contrary in this Section 4(q) and unless otherwise agreed to by such Buyer, the

Company shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such

that such Buyer will not be in possession of any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice.

If by such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction

has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of

its Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this

Section 4(q). The Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of Section 4(q)(ii).

(ix) The restrictions contained in this Section 4(q) shall not apply in connection with the issuance of any Excluded

Securities (as defined in the Notes). The Company shall not circumvent the provisions of this Section 4(q) by providing terms or conditions to one Buyer that are not provided to all.

(r) Dilutive Issuances. Until the later of (x) the Additional Closing Expiration Date and (y) such date as no Notes remain

outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes any shares

of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market.

(s) Most Favored Nation. So long as any Notes are outstanding, in the event that the Company issues any shares of Common Stock or

Common Stock Equivalents to any Person who is not a Buyer or an affiliate of a Buyer, if a Buyer then holding outstanding Notes reasonably believes that any of the terms and conditions appurtenant to such issuance are more favorable (such issuance,

a “Covered Issuance”) to such Person than are the terms and conditions granted to such Buyer pursuant to the Transaction Documents, then the terms of the Transaction Documents (including the Notes, if applicable) shall be

automatically amended as to such Buyer so as to give

such Buyer the benefit of such more favorable terms or conditions, effective upon the earliest to occur of (i) the date the Company notifies such Buyer of such issuance and the terms

thereof, (ii) the date the Company publicly discloses such issuance and the terms thereof, and (iii) the date such Buyer becomes aware of such issuance and the terms thereof; provided, however, that the terms of the Notes shall

only be amended if any promissory notes, convertible notes or similar instruments are issued in any Covered Issuance. If at any time while any Notes remain outstanding the Company enters into, amends, restates, supplements or otherwise modifies any

agreement with any Buyer or any other investor relating to securities that are substantially similar to the Notes, including this Agreement, the Notes or any other Transaction Documents, or permits any exchange, replacement, refinancing or

conversion of any such securities into new securities, in each case on terms that are more favorable in any material respect than the terms granted to any Buyer under this Agreement, the Notes or the other Transaction Documents, then each Buyer

shall have the right, at its option, by written notice to the Company, to elect to have such more favorable terms incorporated into its Notes and the other Transaction Documents applicable to such Buyer, and the Company shall promptly amend the

applicable Transaction Documents accordingly. The Company shall not directly or indirectly circumvent the intent of this Section 4(s), including through any amendment, waiver, side letter, separate agreement or otherwise, whether structured as

a single transaction or a series of related transactions.

(t) Compliance with Rules of Trading Market.

(i) General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance

or sale would reasonably be expected to result in (A) violation of the 1933 Act or (B) breach of the rules of the Trading Market. The provisions of this Section 4(t) shall be implemented in a manner otherwise than in strict conformity

with the terms of this Section 4(t) only if necessary to ensure compliance with the 1933 Act and the applicable rules of the Trading Market. The limitations contained in this Section 4(t) may not be waived by the Company or any

Buyer.

(ii) Exchange Cap. Subject to Sections 4(t)(iii) and (iv), the Company shall not issue or

sell any shares of Common Stock to the Buyers upon conversion of any Notes, if, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued to Buyers or any of their affiliates pursuant to this

Agreement or otherwise and the transactions contemplated hereby would exceed the number of shares equal to 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the applicable Closing Date, which number of shares

shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable to Buyers or any of their affiliates pursuant to any transaction

or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, the “Exchange Cap” and such limitation on the

Company’s issuance of shares to the Buyers, the “Exchange Cap Limitation”).

(iii) Exchange Cap Allocation. Until Stockholder Approval (as defined

below) is obtained, the Company shall issue each Buyer in the aggregate, upon conversion of any of the Notes, shares of Common Stock in an amount no greater than the product of (A) the Exchange Cap multiplied by (B) the quotient of

(1) the aggregate number of shares of Common Stock initially convertible pursuant to the Notes held by such Buyer without regard for any limitations on conversion set forth therein divided by (2) the aggregate number of shares of Common

Stock initially convertible pursuant to the Notes held by all Buyers without regard to any limitations on conversion set forth therein (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall

sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the

prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of the Notes, the difference (if any) between such Buyer’s Exchange Cap

Allocation and the number of shares of Common Stock actually issued to such Buyer upon such Buyer’s conversion in full of such Notes shall be allocated to the respective Exchange Cap Allocations of the remaining Buyers on a pro rata basis in

proportion to the shares of Common Stock underlying the Notes then held by each such Buyer.

(iv) Stockholder

Approval. As soon as practicable after the Initial Closing Date, but in any event no later than one hundred twenty (120) days thereafter (the “Stockholder Meeting Deadline”), the Company shall hold a meeting of its

stockholders to seek approval of a waiver of the Exchange Cap (approval of such proposal, the “Stockholder Approval”). In connection with such meeting, the Company shall provide each stockholder of the Company with a proxy

statement in compliance with applicable SEC rules and regulations and shall use its best efforts to solicit the Stockholder Approval and to cause its board of directors to recommend to the Company’s stockholders that they approve such

proposal(s). If the Company does not obtain the Stockholder Approval at meetings prior to the Stockholder Meeting Deadline, the Company shall call additional meetings every four (4) months thereafter to seek the Stockholder Approval until the

date the Stockholder Approval is obtained. In the event the Company is prohibited from issuing shares of Common Stock pursuant to the conversion of the Notes due to the Exchange Cap Limitation and the Company fails to obtain Stockholder Approval by

the Stockholder Meeting Deadline as required by this Section 4(t)(iv), then, in lieu of issuing and delivering to each Buyer seeking to exchange or convert its Notes such number of shares of Common Stock that is determined to be unavailable for

issuance upon the conversion of Notes, the Company shall pay cash to each such Buyer in accordance with Section 3(d)(ii) of the Notes. For the avoidance of doubt, if the Company is required to and fails to obtain Stockholder Approval, the

Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement.

(u) Passive Foreign Investment Company. Until the later of (x) the Additional Closing Expiration Date and (y) such date as no

Notes remain outstanding, the Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment

company within the meaning of Section 1297 of the Code.

(v) Restriction on Redemption and Cash Dividends. Until the later of (x) the

Additional Closing Expiration Date and (y) such date as no Notes remain outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior

express written consent of the Buyers.

(w) Corporate Existence. Until the later of (x) the Additional Closing Expiration Date

and (y) such date as no Notes remain outstanding, the Company shall not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set

forth in the Notes.

(x) Stock Splits. Until the later of (x) the Additional Closing Expiration Date and (y) such date as

no Notes remain outstanding, the Company shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written consent

of the Required Holders (as defined below).

(y) Conversion Procedures. Each form of Conversion Notice (as defined in the Notes)

included in the Notes set forth the totality of the procedures required of the Buyers in order to convert the Notes. No legal opinion, other information or instructions shall be required of the Buyers to convert their Notes. The Company shall honor

conversions of the Notes and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the Notes. Without limiting the preceding sentences, no ink-original

Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required in order to convert the Notes.

(z) Collateral Agent. Each Buyer hereby (i) appoints 3i, LP as the collateral agent hereunder and under the other Security

Documents (in such capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers, directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms

hereof and thereof. The Collateral Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agent nor any of its officers, directors, employees or agents

shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Buyer agrees to defend,

protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations,

penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising

from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion

or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders

of Notes; provided, however, that the Collateral Agent shall not be required to take any action which, in the reasonable opinion of

the Collateral Agent, exposes the Collateral Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled

to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all

matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

(aa) Successor Collateral Agent.

(i) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other

Transaction Documents at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent of

appointment pursuant to clauses (ii) and (iii) below or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate principal amount of Notes, the Required

Holders may, by written consent, remove the Collateral Agent from all its functions and duties hereunder and under the other Transaction Documents.

(ii) Upon any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the

acceptance of any appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the collateral agent, and the

Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or removal hereunder as the collateral agent, the provisions of this

Section 4(y) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Documents.

(iii) If a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a

written notice of resignation or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time, if any, as the Required Holders appoint a successor collateral agent as provided

above.

(iv) In the event that a successor Collateral Agent is appointed pursuant to the provisions of this

Section 4(y) that is not a Buyer or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants to appoint such a successor Collateral Agent pursuant to

the terms of this Section 4(y)), the Company and each Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable, from time to

time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having

the Company and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement

and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral Agent.

(bb) Regulation M. The Company will not take any action prohibited by Regulation M

under the 1934 Act, in connection with the distribution of the Securities contemplated hereby.

(cc) Integration. None of the

Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as

defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require stockholder approval under the rules and regulations of the Principal Market and the Company will take all action that is appropriate

or necessary to assure that its offerings of other securities will not be integrated for purposes of the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(dd) Closing Documents. On or prior to fourteen (14) calendar days after each Closing Date, the Company agrees to deliver, or

cause to be delivered, to each Buyer and Honigman LLP a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(ee) Controlled Account Agreements. Each Grantor (as defined in the Security Agreement) shall cause each Controlled Account Bank to

execute and deliver Controlled Account Agreements to the Collateral Agent, in accordance with Section 6(i)(A) of the Security Agreement.

(a) Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may

designate by notice to each holder of Securities), a register for the Notes in which the Company shall record the name and address of the Person in whose name the Notes have been issued (including the name and address of each transferee), the

principal amount of the Notes held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Notes held by such Person. The Company shall keep the register open and available at all times during business hours for

inspection of any Buyer or its legal representatives.

(b) Transfer Agent Instructions. The Company shall issue irrevocable

instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue

certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified

from time to time by each Buyer to the Company upon conversion of the Notes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), will be given by the

Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise

be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment

or transfer of the Notes, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as

specified by such Buyer to effect such sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a

breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other

available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its

counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer Agent as follows: (i) upon each conversion of the Notes (unless such issuance is covered by a prior legal opinion previously delivered

to the Transfer Agent) and (ii) on each date a registration statement with respect to the issuance or resale of any of the Securities is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or

otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

(c) Legends. Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a) The obligation of the Company hereunder to issue and sell the Initial Notes to each Buyer at the Initial Closing is subject to the

satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each

Buyer with prior written notice thereof:

(i) Such Buyer shall have executed each of the other Transaction Documents to

which it is a party and delivered the same to the Company.

(ii) Such Buyer and each other Buyer shall have delivered to

the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in

accordance with the Initial Flow of Funds Letter.

(iii) The representations and warranties of such Buyer shall be true and

correct in all material respects as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of

such specific date), and such 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 such Buyer at or prior

to the Initial Closing Date.

(b) The obligation of the Company hereunder to issue and sell the Second Notes to

each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at

any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i) Such Buyer shall have

executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii) Such

Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Second Note being purchased by such Buyer at the Second Closing by wire

transfer of immediately available funds in accordance with the Second Flow of Funds Letter.

(iii) The representations and

warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific

date, which shall be true and correct as of such specific date), and such 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 such Buyer at or prior to the Second Closing Date.

Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may

be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i)

Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer,

the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter.

(iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when

made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such 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 such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

(a) The obligation of each Buyer hereunder to purchase its Initial Note at the Initial Closing is subject to the satisfaction, at or

before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior

written notice thereof:

(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to

such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer an Initial Note in such original principal amount as is set forth across from such Buyer’s name in column

(3) of the Schedule of Buyers as being purchased by such Buyer at the Initial Closing pursuant to this Agreement.

(ii) Such Buyer shall have received the opinion of Sullivan & Worcester LLP, the Company’s counsel, dated as of

the Initial Closing Date, in the form reasonably acceptable to such Buyer.

(iii) The Company shall have delivered to such

Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and

each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Initial Closing Date.

(v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s

qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten

(10) days of the Initial Closing Date.

(vi) The Company shall have delivered to such Buyer a certified copy of the

Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Initial Closing Date.

(vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such

equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Initial Closing Date.

(viii) The Company and each Subsidiary shall have delivered to such Buyer a

certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the

Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of

the Company and the bylaws of each Subsidiary, each as in effect at the Initial Closing.

(ix) Each and every

representation and warranty of the Company shall be true and correct as of the date when made and as of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,

which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company

at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be

reasonably requested by such Buyer in the form acceptable to such Buyer.

(x) The Company shall have delivered to such

Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Initial Closing Date immediately prior to the Initial Closing.

(xi) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and

(B) shall not have been suspended, as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing

Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

(xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for

the sale of the Securities, including without limitation, those required by the Principal Market, if any.

(xiii) No

statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the

transactions contemplated by the Transaction Documents.

(xiv) Since the date of execution of this Agreement, no event or

series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.

(xv) The Company

shall have filed an Additional Listing Application with (and shared a copy of which with the Investor a reasonable time in advance of each Closing), and obtained approval of, the Principal Market to list or designate for quotation (as the

case may be) the Conversion Shares.

(xvi) In accordance with the terms of the Security Documents, the Company

shall have delivered to the Collateral Agent (A) original certificates (I) representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated equity and

(II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and

(B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests

purported to be created by each Security Document.

(xvii) Within two (2) Business Days prior to the Initial Closing,

the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing

statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent or the Buyers, desirable to perfect the security interests purported

to be created by the Security Agreement (as defined in the Amended Original Securities Purchase Agreement), together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover

any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent

and the Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance reasonably satisfactory to the Buyers (the “Perfection

Certificate”).

(xviii) The Collateral Agent shall have received the Security Agreement, duly executed by the

Company and each of its Subsidiaries, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in

blank and other proper instruments of transfer.

(xix) With respect to the Intellectual Property Rights, if any, of the

Company or any of its Subsidiaries, the Company and/or such Subsidiaries, as applicable, shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in

the form attached as Exhibit A to the Security Agreement.

(xx) Such Buyer shall have received a letter on the letterhead

of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer in the Initial Closing and the wire transfer instructions of the Company (the “Initial Flow of Funds

Letter”).

(xxi) From the date hereof to the Initial Closing Date, (i) trading in

the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Initial Closing), and,

(ii) at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are

reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or

other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the

Securities at the Initial Closing

(xxii) Reserved.

(xxiii) The Company and 3i, LP shall have duly executed and delivered the Royalty Sale Agreement in the form attached hereto as

Exhibit E.

(xxiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents,

instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

(b) The obligation of each Buyer hereunder to purchase its Second Note at the Second Closing is subject to the satisfaction, at or before the

Second Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice

thereof:

(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer

each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer a Second Note in such original principal amount as is set forth across from such Buyer’s name in column (4) of

the Schedule of Buyers as being purchased by such Buyer at the Second Closing pursuant to this Agreement.

(ii) The

Registration Rights Agreement shall have been duly executed and delivered to such Buyer at or prior to the Initial Closing and shall remain in full force and effect.

(iii) Such Buyer shall have received the opinion of Sullivan & Worcester LLP, the Company’s counsel, dated as of

the Second Closing Date, in the form acceptable to such Buyer.

(iv) The Company shall have delivered to such Buyer a copy

of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and

(vi) The Company shall have delivered to such Buyer a certificate evidencing

the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is

required to so qualify, as of a date within ten (10) days of the Second Closing Date.

(vii) The Company shall have

delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Second Closing Date.

(viii) Each Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such

equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Second Closing Date.

(ix) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer,

executed by the Secretary of the Company and each Subsidiary and dated as of the Second Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors

in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each as in

effect at the Second Closing.

(x) Each and every representation and warranty of the Company shall be true and correct as

of the date when made and as of the Second Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company

shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. Such Buyer shall have received a

certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number

of shares of Common Stock outstanding on the Second Closing Date immediately prior to the Second Closing.

(xii) The Common

Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Second Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor

shall suspension by the SEC or the Principal Market have been threatened, as of the Second Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the

Principal Market.

(xiii) The Company shall have obtained all governmental, regulatory or third

party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any.

(xiv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(xv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have

or result in a Material Adverse Effect.

(xvi) The Company shall have filed an Additional Listing

Application with (and shared a copy of which with the Investor a reasonable time in advance of each Closing), and obtained approval of, the Principal Market to list or designate for quotation (as the case may be) the Second Conversion Shares.

(xvii) The Security Agreement shall be in full force and effect and shall have been duly executed and delivered by the

Company and each of its Subsidiaries to the Collateral Agent at or prior to the Initial Closing, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder,

accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer.

(xviii) With

respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security

Agreement, shall have been duly executed and delivered to such Buyer at or prior to the Initial Closing and shall remain in full force and effect.

(xix) Each Controlled Account Bank and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled

Account Agreement with respect to each account of the Company or any of its Subsidiaries held at such Controlled Account Bank and each such Controlled Account Agreement shall remain in full force and effect.

(xx) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of

the Company, setting forth the wire amounts of each Buyer in the Second Closing and the wire transfer instructions of the Company (the “Second Flow of Funds Letter”).

(xxi) From the date hereof to the Second Closing Date, (i) trading in the Common Stock shall not have been suspended by

the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Second Closing), and, (ii) at any time prior to the Second

Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades

are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or

Securities at the Second Closing.

(xxii) The Company and its Subsidiaries shall have delivered to such Buyer such other

documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

(c) The obligation of each Buyer hereunder to purchase its Additional Note at the Additional Closing is subject to the satisfaction, at or

before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior

written notice thereof:

(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to

such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer an Additional Note in such original principal amount as is set forth in the applicable Additional Optional

Closing Notice at the Additional Closing pursuant to this Agreement.

(ii) The Registration Rights Agreement shall have

been duly executed and delivered to such Buyer at or prior to the Initial Closing and shall remain in full force and effect.

(iii) Such Buyer shall have received the opinion of Sullivan & Worcester LLP, the Company’s counsel, dated as of

the Additional Closing Date, in the form acceptable to such Buyer.

(iv) The Company shall have delivered to such Buyer a

copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and

(vi) The Company shall have delivered to such Buyer a certificate evidencing

required to so qualify, as of a date within ten (10) days of the Additional Closing Date.

(vii) The Company shall

have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Additional Closing Date.

(viii) Each Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such

(ix) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer,

executed by the Secretary of the Company and each Subsidiary and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of

directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each

as in effect at the Additional Closing.

(x) Each and every representation and warranty of the Company shall be true and

correct as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and

the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. Such Buyer shall

have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form

acceptable to such Buyer.

(xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer

agent certifying the number of shares of Common Stock outstanding on the Additional Closing Date immediately prior to the Additional Closing.

(xii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and

(B) shall not have been suspended, as of the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Additional

Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

(xiii) The Company shall have obtained all governmental, regulatory or third

party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any.

(xiv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(xv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have

or result in a Material Adverse Effect.

(xvi) The Company shall have filed an Additional Listing

Application with, (and shared a copy of which with the Investor a reasonable time in advance of each Closing) and obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares.

(xvii) The Security Agreement shall be in full force and effect and shall have been duly executed and delivered by the Company

and each of its Subsidiaries to the Collateral Agent at or prior to the Initial Closing, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied

by undated stock powers and allonges executed in blank and other proper instruments of transfer.

(xviii) With respect to

the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security Agreement

shall have been duly executed and delivered to such Buyer at or prior to the Initial Closing and shall remain in full force and effect

(xix) Each Controlled Account Bank and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled

(xx) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of

the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Additional Flow of Funds Letter”).

(xxi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates

relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

TERMINATION.

In the event that the Initial Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such

Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right

to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this

Agreement and (ii) the abandonment of the sale and purchase of the Notes shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this

Agreement to reimburse such Buyer for the expenses described in Section 4(j) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of

this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation

of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any

jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder

or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not

personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from

bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,

ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical

counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile

transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such signature page were an original thereof.

Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter,

singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms

“herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be

invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the

invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the

parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical

realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which

comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is

required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction

Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or

collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer,

the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall

be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the

Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the

Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over

the period of time to which they relate.

(e) Entire Agreement; Amendments. This Agreement, the other Transaction Documents

and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting

on their behalf, including, without limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and

exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this

Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date

hereof with respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other

Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof,

and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such

matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment

to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A)

applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole

discretion); and provided further that the provisions of Sections 4(x) and 4(y) above cannot be amended or waived without the additional prior written approval of the Collateral Agent or its successor. No waiver shall be effective unless it is in

writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this

Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a

party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than

reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties

to the Transaction Documents, all holders of the Notes. From the date hereof and while any Notes are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a

holder of Notes that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such Buyer or holder of Notes in a manner that is more favorable than to

other similarly situated Buyers or holders of Notes, or (ii) to treat any Buyer(s) or holder(s) of Notes in a manner that is less favorable than the Buyer or holder of Notes that is paying such consideration; provided, however, that the

determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any

Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this

Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly

acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any

manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly

preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the

Company’s representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to the Initial Closing Date, each Buyer entitled to purchase Initial Notes at

the Initial Closing and (II) on or after the Initial Closing Date, (x) 3i, LP (the “Lead Investor”), until the later of (A) Additional Closing Expiration Date and (B) such date as the Lead Investor (or any of its

Affiliates) no longer holds any Securities or (y) thereafter, holders of a majority of the Underlying Securities as of such time (excluding any Underlying Securities held by the Company or any of its Subsidiaries as of such time and excluding

any purchasers of Underlying Securities, unless pursuant to a written assignment by such Buyer) issued or issuable hereunder or pursuant to the Notes (or the Buyers, with respect to any waiver or amendment of Section 4(o)).

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement

must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise)

by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or

(iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The mailing addresses and

e-mail addresses for such communications shall be:

If to the Company:

Cerenome, Inc.

6420 Levit Green Boulevard

Suite 310

Houston, TX 77021

Attn: Andrew Sims

E-Mail: asims@cerenome.com

With a copy (for informational purposes only) to:

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, NY 10020

Attn: David E. Danovitch, Esq.

E-Mail: ddanovitch@sullivanlaw.com

If to the Transfer Agent:

Nevada Agency and Transfer Company

50 West Liberty Street,

Suite 880

Reno NV 89501

Attn: Tiffany Baxter

If to a

Buyer, to its mailing address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226

Telephone: (313) 465-7042

Attention: Michael J. Rosenberg , Esq. and N. Danny Shulman,

Esq.

E-mail: mrosenberg@honigman.com and

nshulman@honigman.com

or to

such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the

effectiveness of such change, provided that Honigman LLP shall only be provided copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,

(B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or (C) provided by an

overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties and their respective successors and assigns, including any purchasers of any of the Notes (but excluding any purchasers of any Conversion Shares). The Company shall not assign this Agreement or any rights or obligations

hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction (as defined in the Notes) (unless the Company is in compliance with the applicable provisions governing

Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be

a Buyer hereunder with respect to such assigned rights.

(h) No Third Party Beneficiaries. This Agreement is intended for the

benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Section 9(k).

(i) Survival. The representations, warranties, agreements and covenants shall survive each Closing. Each Buyer shall be responsible

only for its own representations, warranties, agreements and covenants hereunder.

(j) Further Assurances. Each party shall do and

perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the

intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)

Indemnification.

(i) In consideration of each Buyer’s execution and delivery of the Transaction Documents and

acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all

of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the

transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in

connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified

Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction

Documents, (ii) any breach of any covenant, agreement or obligation of the

Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party

(including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any

of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to

Section 4(l), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without

limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the

maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(ii) Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or

proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Section 9(k), deliver to the Company a written

notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee;

provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees and expenses; (B) the

Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified

Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and

the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be

at the expense of the Company), provided further, that in the case of clause (C) above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The

Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee

which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for

any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written

consent of the Indemnitee, 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 Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided

for hereunder, the Company shall be subrogated to all rights of the Indemnitee 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

Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that the Company is materially and adversely prejudiced in

its ability to defend such action.

(iii) The indemnification required by this Section 9(k) shall be made by periodic

payments of the amount thereof during the course of the investigation or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.

(iv) The indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the

Indemnitee against the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.

(l)

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or

warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be

automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding anything in this

Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the

availability of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions in the future.

(m) Remedies. Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities,

shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.

Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to

exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the

Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief

from any court of

competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other

Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

(n) Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the

Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such

Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions

and rights.

(o) Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or

pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently

invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without

limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in

full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the

U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this

Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

(p)

Judgment Currency.

(i) If for the purpose of obtaining or enforcing judgment against the Company in connection with

this Agreement or any other Transaction Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9(p) referred to as the “Judgment

Currency”) an amount due in US Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(1) the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any

other jurisdiction that will give effect to such conversion being made on such date: or

(2) the date on which the foreign court determines, in the case of any

proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion Date”).

(ii) If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a

Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange

Rate prevailing on the Judgment Conversion Date.

(iii) Any amount due from the Company under this provision shall be due

as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q) Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are

several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any

other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the

Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the

Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such

Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the

Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and

advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other

Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or

decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this

Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

[signature pages follow]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature

page to this Agreement to be duly executed as of the date first written above.

COMPANY:

CERENOME, INC.

By:

Name:

Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature

page to this Agreement to be duly executed as of the date first written above.

BUYER:

3I, LP

By:

Name:

Title:

SCHEDULE OF BUYERS

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Buyer

Mailing Address and

E-mail Address

Original

Principal

Amount of

Initial Note

Original

Principal

Amount of

Second Note

Aggregate

Maximum

Original

Principal

Amount of

Additional

Notes for

Additional

Closings

Initial

Purchase

Price

Second

Purchase Price

Aggregate

Maximum

Additional

Purchase

Price

Legal Representative’s

Mailing Address and E-mail

Address

3i, LP

2 Wooster Street, 2nd

Floor

New York, NY 10013

Telephone:

Attention: Maier J. Tarlow

E-Mail:

operations@3ifund.com

3,191,489

2,127,660

15,957,447

3,000,000

2,000,000

15,000,000

Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226

Telephone: (313) 465-7042

Attention: Michael J.

Rosenberg, Esq. and N.

Danny Shulman, Esq.

E-mail:

mrosenberg@honigman.com

and

nshulman@honigman.com

EX-10.2

Filename: d382364dex102.htm · Sequence: 4

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2026, is by and among

Cerenome, Inc., a Delaware corporation with offices located at 6420 Levit Green Boulevard, Suite 310, Houston, Texas 77021 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the

“Buyers”).

RECITALS

A. In connection with one or more Closings (as defined in the Securities Purchase Agreement) by and among the parties hereto pursuant to the

Securities Purchase Agreement by and among the parties hereto, dated as of September 4, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities

Purchase Agreement, to, among other things, issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance

with the terms of the Notes.

B. To induce the Buyers to consummate certain transactions contemplated by the Securities Purchase

Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and

applicable state securities laws.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:

Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase

Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a) “Business Day” means

any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be

authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds

transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

(b) “Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

Registration Statement required to be filed pursuant to Section 2(a), the earlier of the (A) 60th calendar day after the Trigger Date

(90th calendar day after the Trigger Date in the event of a “full” SEC review) and (B) 2nd Business Day after the date the Company is notified (orally or in writing, whichever is

earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this

Agreement, the earlier of the (A) 45th calendar day following the date on which the Company was required to file such additional Registration Statement and (B) 2nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further

review.

(d) “Filing Deadline” means (i) with respect to the initial Registration Statement required to be filed

pursuant to Section 2(a), the sixth (6th) Business Day after the Initial Closing Date, (ii) with respect to each other Registration Statement, the fifth (5th) Business Day after the Trigger Date and (iii) with respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the date on

which the Company was required to file such additional Registration Statement pursuant to the terms of this Agreement.

(e)

“Investor” means a Buyer or any transferee or assignee of any Registrable Securities or Notes, as applicable, to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this

Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities or Notes, as applicable, assigns its rights under this Agreement and who agrees to become bound by the

provisions of this Agreement in accordance with Section 9.

(f) “Person” means an individual, a limited liability

company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(g) “register,” “registered,” and “registration” refer to a registration effected by

preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.

(h) “Registrable Securities” means (i) the Conversion Shares and (ii) any capital stock of the Company issued or

issuable with respect to the Conversion Shares or the Notes, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the

Company into which the shares of Common Stock (as defined in the Notes) are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Notes) into which the shares of Common Stock are converted or exchanged, in each

case, without regard to any limitations on conversion of the Notes.

(i) “Registration Statement” means a registration

statement or registration statements of the Company filed under the 1933 Act covering Registrable Securities.

(j) “Required Holders” shall have the meaning as set forth in the

Securities Purchase Agreement.

(k) “Required Registration Amount” means, as of any time of determination, (i) with

respect to the initial Registration Statement, 200% of the maximum number of Initial Conversion Shares issuable upon conversion of the Initial Notes plus the maximum number of Second Conversion Shares issuable upon conversion of the Second Notes

(assuming for purposes hereof that (w) all Initial Notes and Second Notes issuable pursuant to the terms of the Securities Purchase Agreement have been issued in accordance with the terms thereof immediately prior to such time of determination, (x)

the Initial Notes and the Second Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of the Initial Closing Date, (y) interest on the Initial Notes and

the Second Notes shall accrue through the one-year anniversary of the Initial Closing Date and will be converted in shares of Common Stock at the Alternate Conversion Price assuming an Alternate Conversion Date as of the Initial Closing Date and (z)

any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) all subject to adjustment as provided in Section 2(d) and/or Section 2(f) and (ii) with respect to each other Registration

Statement, 200% of the maximum number of Additional Conversion Shares issuable upon conversion of the Additional Notes (assuming for purposes hereof that (w) all Additional Notes (as defined in the Securities Purchase Agreement) issuable

pursuant to the terms of the Securities Purchase Agreement have been issued in accordance with the terms thereof immediately prior to such time of determination, (x) the Additional Notes are convertible at the Alternate Conversion Price (as

defined in the Additional Notes) assuming an Alternate Conversion Date (as defined in the Additional Notes) as of the Trigger Date, (y) interest on the Additional Notes shall accrue through the first anniversary of the Trigger Date and will be

converted in shares of Common Stock at the Alternate Conversion Price assuming an Alternate Conversion Date as of the Trigger Date and (z) any such conversion shall not take into account any limitations on the conversion of the Additional Notes

set forth in the Additional Notes) all subject to adjustment as provided in Section 2(d) and/or Section 2(f).

(l)

“Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell

securities of the Company to the public without registration.

(m) “Rule 415” means Rule 415 promulgated by the SEC

under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.

(n) “SEC” means the United States Securities and Exchange Commission or any successor thereto.

(o) “Trigger Date” means (i) with respect to the initial Registration Statement, the Initial Closing Date, and (ii) with

respect to each other Registration Statement, the applicable Additional Closing Notice Date (as defined in the Securities Purchase Agreement).

Registration.

(a) Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,

confidentially submit to the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities; provided that such obligation shall apply only to Registrable Securities

not already registered for resale under an effective registration statement and such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of the date such

Registration Statement is initially confidentially submitted to the SEC; provided further that if Form S-3 is unavailable for such a registration, the Company shall use such other form as is required by

Section 2(c). Such initial Registration Statement, and each other Registration Statement required to be submitted pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holders) the

“Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts to have such initial Registration Statement, and

each other Registration Statement required to be submitted pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration

Statement.

(b) Legal Counsel. Subject to Section 5 hereof, Honigman LLP, counsel solely to

the lead investor (“Legal Counsel”) shall review and oversee any registration, solely on behalf of the lead investor, pursuant to this Section 2.

S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on Form

S-1 or another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as

soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the

resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use.

(d) Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement is

insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such

Registration Statement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately

preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor arises (but taking account of any Staff

position with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause such

amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness

Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time

such available amount is less than the product determined by dividing (i) the aggregate outstanding amount of all outstanding Additional Notes by (ii) the Alternate Conversion Price (as defined in the Additional Notes) assuming an

Alternate Conversion Date (as defined in the Additional Notes) as of the date of determination.

(e) Effect of Failure to File and

Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to

Section 2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing Failure”) (it being understood

that if the Company files a Registration Statement without affording each Investor and Legal Counsel the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this

clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness

Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date for such

Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (if such prospectus is required by such rule), the Company

shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration

Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such Registration Statement (including, without

limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely

list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or any other limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason

of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein

is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule

144(c) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information

Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by

reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance),

the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1%) of such Investor’s original principal amount stated in such Investor’s Note on its

issuance date (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until

such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the

earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty

(30) days). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay

Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any

thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to

make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding

the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect

to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all

of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or

Rule 144(i)(2), if applicable).

(f) Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to

the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to

this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that

does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then

the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such

reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a

particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only

shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro

rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell

securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being

so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not

require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase

Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a

registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall

following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable

Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction

(including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule

144(i)(2), if applicable) or (iii)

such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have

not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable

Securities in order to permit the resale thereof by such Investor as contemplated above).

(g) Piggyback Registrations. Without

limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use

and the Company shall determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on

Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any

acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if

within fifteen (15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities

such Investor requests to be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule 144 without restriction (including,

without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then- effective Registration Statement.

(h) Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any

increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial

number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be)

that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included

in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable

Securities then held by such Investors which are covered by such Registration Statement.

(i) No Inclusion of Other Securities.

Without the prior written consent of the Buyers holding a majority in interest of the Notes, the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without

the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except

as otherwise permitted under the Securities Purchase Agreement.

Related Obligations.

The Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of

disposition thereof, and, pursuant thereto, the Company shall have the following obligations:

(a) The Company shall promptly prepare and

file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective as soon as

practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant

to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable

Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(f)) without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for

current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the

“Registration Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,

all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose (whether

directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day after the later of

the date that (i) 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) and (ii) the consent

of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not later than twenty-four (24) hours after

the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or

notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.

(b) Subject to

Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with

each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement effective at all times during the Registration Period for such

Registration Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of

such

Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement; provided,

however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales

pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this

Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall, if permitted under the applicable rules and regulations of the SEC, have

incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to

amend or supplement such Registration Statement.

Investor to review and comment upon (i) each Registration Statement at least five (5) Business Days prior to its filing with the SEC 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) within a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to

which Legal Counsel or any legal counsel for any other Investor reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto or to any prospectus

contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel and legal counsel for each other Investor, without charge, (i) copies of any

correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, provided that such correspondence shall not contain any material, non-public information

regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s)

thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one

(1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor in performing the Company’s

obligations pursuant to this Section 3.

(d) The Company shall promptly furnish to each Investor whose Registrable Securities are

included in any Registration Statement, without charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without

limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten

(10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents,

including, without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(e) The Company shall use its best efforts to (i) register and qualify, unless an

exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in the United

States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof

during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary

or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it

would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly

notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the

Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f) The Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any event,

as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, may include an untrue statement of a material fact or omission to state a material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material,

non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus

contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or such other number of copies as Legal

Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when a prospectus or any

prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each

other Investor and each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any

post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable

determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information relating to

the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment

thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days after the receipt thereof).

(g) The Company shall (i) use its best efforts to prevent the issuance of any stop

order or other suspension of effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities

for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and each

Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(h) If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such

Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an

Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an

underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an

underwritten public offering, addressed to the Investors.

(i) If any Investor may be required under applicable securities law to be

described in any Registration Statement as an underwriter and such Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection by (i) such Investor,

(ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate

documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any

Inspector may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s

board of directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration

Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent

jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement).

Such Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any) shall

be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

(j) The Company shall hold in confidence and not make any disclosure of information

concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement

or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement

or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give

prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(k) Without limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either to

(i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such

Registrable Securities is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on an Eligible Market (as defined in the Securities

Purchase Agreement), or (iii) if, despite the Company’s best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality of

the foregoing, to use its best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company

shall cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay

all fees and expenses in connection with satisfying its obligations under this Section 3(k).

(l) The Company shall cooperate with

the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered

pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request.

(m) If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to

Section 3(r) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,

including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable

Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in

such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities. The Company

shall use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such

Registrable Securities.

(n) 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 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.

(o) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any

registration hereunder.

(p) Within one (1) Business Day after a Registration Statement which covers Registrable Securities is

declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities are included in such

Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

(q) Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(q)), at any time after the

Effective Date of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the Company or any of its Subsidiaries the disclosure of which at the

time is not, in the good faith opinion of the board of directors of the Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”), provided that the Company

shall promptly notify the Investors in writing of the (i) existence of material, non-public information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the

content of such material, non-public information to any of the Investors) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that

(I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of thirty (30) days, (II) the first day of any Grace Period

must be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no Grace Period may exist during the sixty (60) Trading Day period immediately following the Effective Date of such Registration Statement

(provided that such sixty (60) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof contemplated by this proviso during which such Registration Statement is not effective or the

prospectus contained therein is not available for use) (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors

receive the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred to

in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon

expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is

no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(q), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms

of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular

Registration Statement to the extent applicable, prior to such Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.

(r) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable

Securities pursuant to each Registration Statement.

(s) Without the prior written consent of the Investor, neither the Company nor any

Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Investor being deemed an underwriter by the SEC shall not relieve the

Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in

the “Plan of Distribution” section attached hereto as Exhibit B in the Registration Statement.

(t) Neither the Company nor any

of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the

rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.

Obligations of the Investors.

(a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify

each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this

Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the

Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may

reasonably request.

(b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the

Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such

Investor’s Registrable Securities from such Registration Statement.

of any event of the kind described in Section 3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable

Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required.

Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase

Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind

described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.

Expenses of Registration.

All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or

qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be

paid by the Company. The Company shall reimburse Legal Counsel for its fees and disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000 for each

such registration, filing or qualification.

Indemnification.

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of

its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other

title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims,

damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or

several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,

administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar

as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a

material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other

“blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the

statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final

prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of

the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or

any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being,

collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses

incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an

Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection

with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in

settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any

investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.

(b) In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly

indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls

the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,

insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the

Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party any legal or other

expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution

contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided further

that such Investor shall be liable under this Section 6(b) for

only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration

Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to

Section 9.

of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect

thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the

indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party (as

the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the

indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or

Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case may be) and the

indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person or such

Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the

indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying

party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified Party or Indemnified Person (as the case may

be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the

Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status

of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party

shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any

settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a release from all liability in respect to such

Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification

as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or

corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of

any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the

investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e) The indemnity and contribution

agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be

subject to pursuant to the law.

Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have

been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any

seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this

Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject to the

Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

Reports Under the 1934 Act.

With a view to making available to the Investors the benefits of Rule 144, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long

as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents is

required for the applicable provisions of Rule 144; and

upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly

report of the Company and such other reports and documents so filed by the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investors to

sell such securities pursuant to Rule 144 without registration.

Assignment of Registration Rights.

All or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the

case may be) of all or any portion of such Investor’s Registrable Securities or Notes if: (i) such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of

such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written

notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately

following such transfer or assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required;

(iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions

contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement and the Additional Notes; and (vi) such transfer or assignment

(as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws.

10.

Amendment of Registration Rights.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either

retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the foregoing, but that disproportionately, materially and adversely affects the

rights and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this

Section 10 shall be binding upon each Investor and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any

obligation or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal

fees) also is offered to all of the parties to this Agreement.

11.

Miscellaneous.

(a) Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed

to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,

notice or election received from such record owner of such Registrable Securities.

(b) Any notices, consents, waivers or other

communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail

(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to

receive the same. The mailing addresses and e- mail addresses for such communications shall be:

to the Company and the Transfer Agent:

As set forth in Section 9(f) of the Securities Purchase Agreement

If to Legal Counsel:

Honigman

LLP

2290 First National Building

660 Woodward Avenue

Detroit,

MI 48226

Telephone: (313) 465-7042

Attention: Michael J. Rosenberg , Esq. and N. Danny Shulman, Esq.

E-mail: mrosenberg@honigman.com and nshulman@honigman.com

If to a Buyer, to its mailing address and/or email address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to

such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other mailing address and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other

party five (5) days prior to the effectiveness of such change, provided that Honigman LLP shall only be provided notices sent to the lead investor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver

or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s e-mail or

(C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance

with clause (i), (ii) or (iii) above, respectively.

or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not

performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by any

other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which any party may

be entitled by law or equity.

(d) All questions concerning the construction, validity, enforcement and interpretation of this Agreement

shall be governed by the internal laws of the State of New York, without giving effect to any provision of law or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in

connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any

such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF

ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) If any

provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply

to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to

express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective

expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or

unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(f) This Agreement, the other Transaction Documents, the schedules and exhibits attached

hereto and thereto and the instruments referenced herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties

or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all

prior agreements and understandings among the parties hereto solely with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed

to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter,

modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or any

of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.

(g) Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted

successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons

referred to in Sections 6 and 7 hereof.

(h) The headings in this Agreement are for convenience of reference only and shall not limit or

otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”

“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words

of like import refer to this entire Agreement instead of just the provision in which they are found.

(i) This Agreement may be executed

in two or more identical counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other

party. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the

party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(j) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all

such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) The language used in this Agreement will be deemed to be the language chosen by the

parties to express their mutual intent and no rules of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms used in this Agreement but defined in the other Transaction

Documents shall have the meanings ascribed to such terms on the Trigger Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.

(l) All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise

specified in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Investors have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or

conversion of the Additional Notes.

(m) This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(n) The obligations

of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other

Investor under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the

Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim,

with respect to such obligations or the transactions contemplated by this Agreement or any of the other Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights

arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the

obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any

Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not

between and among Investors.

[signature page follows]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature

page to this Registration Rights Agreement to be duly executed as of the date first written above

COMPANY

CERENOME, INC.

By:

Name

Andrew Sims

Title

Chief Financial Officer

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this

Registration Rights Agreement to be duly executed as of the date first written above

BUYERS

[ ]

By:

Name

Title

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT

Attention: ________________

Re:

Cerenome Inc.

Ladies and Gentlemen:

[We are][I am] counsel to

Cerenome Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and

among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders senior secured convertible notes (the “Notes”) convertible into the

Company’s shares of common stock, $0.001 par value per share (the “Common Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the

“Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable

upon conversion of the Notes, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on _____________ _, 20 _, the Company filed a

Registration Statement on Form [S-1][S-3] (File No. 333- _________) (the “Registration Statement”) with

the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.

In connection with the foregoing, [we][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that [the SEC

has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF

EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at www.sec.gov] and [we][I] have no knowledge, after a review of information posted on the website of the SEC at

http://www.sec.gov/litigation/stoporders.shtml, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for

resale under the 1933 Act pursuant to the Registration Statement.

This letter shall serve as our standing opinion to you that the shares of Common Stock

underlying the Notes are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend- free issuance or reissuance of such shares of Common Stock to the Holders

as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated ___________ , 20 ___.

Very truly yours,

[ISSUER’S COUNSEL]

By:

CC:

EXHIBIT B

SELLING STOCKHOLDERS

The

shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the notes. For additional information regarding the issuance of the notes, see “Private Placement of

Notes” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the notes issued pursuant to the Securities Purchase

Agreement, the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the

selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by

each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective ownership of shares of common stock and notes, as of ________, 20 __,

assuming conversion of the notes held by each such selling stockholder on that date but taking account of any limitations on conversion set forth therein.

The third column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take into account

any limitations on conversion of the notes set forth therein.

In accordance with the terms of a registration rights agreement with the

holders of the notes and the warrants, this prospectus generally covers the resale of 200% of the maximum number of shares of common stock issued or issuable pursuant to the Notes, including payment of interest on the notes through [DATE],

determined as if the outstanding notes (including interest on the notes through [DATE]) were converted in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of such calculation) at an alternate

conversion price calculated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the conversion price and alternate conversion price of the notes may be adjusted, the number of

shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

Under the terms of the notes, a selling stockholder may not convert the notes to the extent (but only to the extent) such selling stockholder

or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99% of the outstanding shares of the Company. The number of shares in the second column reflects these limitations. The selling stockholders

may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling

Stockholder

Number of Shares of

Common Stock

Owned

Prior to Offering

Maximum Number

of Shares of Common

Stock to be Sold

Pursuant

to this Prospectus

Number of Shares of

Common Stock of

Owned After

Offering

(1)

[ ]

PLAN OF DISTRIBUTION

We are registering the shares of common stock issuable upon conversion of the notes to permit the resale of these shares of common stock by

the holders of the notes from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our

obligation to register the shares of common stock.

The selling stockholders may sell all or a portion of the shares of common stock held

by them and offered hereby from time to time directly or through one or more underwriters, broker- dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for

underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of

sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

•

on any national securities exchange or quotation service on which the securities may be listed or quoted at the

time of sale;

•

in the over-the-counter market;

•

in transactions otherwise than on these exchanges or systems or in the over-the- counter market;

•

through the writing or settlement of options, whether such options are listed on an options exchange or

otherwise;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a

portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales made after the date the Registration Statement is declared effective by the SEC;

•

broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated

price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if

available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of

common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers

of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker- dealers or agents may be in excess of those customary in the types

of transactions involved). In connection

with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging

transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of

common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell

such shares.

The selling stockholders may pledge or grant a security interest in some or all of the notes or shares of common stock owned

by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule

424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling

stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer

participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may

be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate

amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker- dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any

discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the

securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been

registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the

registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such

distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may

limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the

distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to

engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock pursuant to the

registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a

selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights

agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information

furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the

hands of persons other than our affiliates.

EX-10.3

Filename: d382364dex103.htm · Sequence: 5

EX-10.3

Exhibit 10.3

Execution Version

SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT, dated as of September 8, 2026 (this “Agreement”), made by Cerenome, Inc., a

corporation organized under the laws of the State of Delaware (the “Company”), and each of the undersigned direct and indirect Subsidiaries (as defined below) of the Company from time to time, if any (each a

“Grantor” and together with the Company, collectively, the “Grantors”), in favor of 3i, LP in its capacity as collateral agent (together with its successors and assignees, in such capacity, the

“Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of September 4, 2026, (as amended, modified,

supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the

Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the

“Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);

WHEREAS, certain Grantors (other than the Company) from time to time (each a “Guarantor” and collectively, the

“Guarantors”) may execute and deliver one or more guarantees (each, a “Guarantee” and collectively, the “Guarantees”) in form and substance acceptable to and in favor of the Collateral Agent,

for the ratable benefit of itself and the Noteholders, with respect to the Company’s obligations under the Securities Purchase Agreement, the Notes and the other Transaction Documents (as defined in the Securities Purchase Agreement);

WHEREAS, it is a condition precedent to the Buyers’ obligation to purchase the Notes that the Grantors shall have executed and delivered

to the Collateral Agent this Agreement providing for the grant to the Collateral Agent, for the ratable benefit of itself and the Noteholders, of a valid, enforceable, and perfected security interest in all personal property of each Grantor to

secure all of the Company’s obligations under the Transaction Documents and the Guarantors’ obligations under the Guaranties, as applicable; and

WHEREAS, the Grantors are Affiliates that are part of a common enterprise such that each Grantor will derive substantial direct and indirect

financial and other benefits from the consummation of the transactions contemplated under the Transaction Documents and, accordingly, the consummation of such transactions are in the best interests of each Grantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities

Purchase Agreement, each Grantor agrees with the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders, as follows:

SECTION 1. Definitions.

(a) Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All terms used in this

Agreement and the recitals hereto which are defined in the Securities Purchase Agreement, the Notes or in the Code, and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided that terms used

herein which are defined in the Code on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of the Code.

(b) Without limiting the generality of, and subject to the proviso at the end of, Section 1(a) of this Agreement, the following terms

shall have the respective meanings provided for in the Code: “Accounts”, “Account Debtor”, “Cash Proceeds”, “Certificate of Title”, “Chattel Paper”, “Commercial Tort Claim”,

“Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”, “Fixtures”, “General Intangibles”,

“Goods”, “Instruments”, “Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Noncash

Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Security”, “Record”, “Security Account”, “Software”, “Supporting Obligations”

and “Uncertificated Securities”.

indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 20% or more of the stock having ordinary voting power

for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other

applicable bankruptcy, insolvency, or similar laws).

“Bankruptcy Event of Default” shall have the meaning set forth in

the Notes.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City

of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of

any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such

day.

“Buyer” or “Buyers” shall have the meaning set forth

in the recitals hereto.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all

shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other securities exercisable or convertible into equity

interests or securities of such Person), and (ii) with respect to any Person that is not an individual or a corporation, any and all partnership, membership, trust or other equity interests of such Person.

“Code” means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of New York;

provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a

jurisdiction other than the State of New York, “Code” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Collateral” shall have the meaning set forth in

Section 3(a) of this Agreement.

“Collateral Agent” shall have the meaning set forth in the

preamble hereto.

“Company” shall have the meaning set forth in the preamble hereto.

“Controlled Account Agreement” means a deposit account control agreement or securities account control agreement with

respect to a Pledged Account, pursuant to which the Collateral Agent is granted control over such Pledged Account in a manner that perfects its security interest in such Pledged Account under applicable law, all in form and substance satisfactory to

the Collateral Agent, as the same may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

“Controlled Account Bank” shall have the meaning set forth in Section 6(i) of this Agreement.

“Controlled Accounts” means the Deposit Accounts, Commodity Accounts, Securities Accounts, and/or Foreign Currency

Controlled Account of the Grantors listed on Schedule IV attached hereto.

“Copyright Licenses” means all

licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor and providing for the grant of any right to use or sell any works covered by any Copyright (including, without limitation, all Copyright

Licenses set forth in Schedule II hereto).

“Copyrights” means all domestic and foreign copyrights, whether

registered or not, including, without limitation, all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any

tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation,

applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations,

continuations in part and extensions or renewals thereof.

“Domestic Subsidiary” means any Subsidiary other than a Foreign

Subsidiary.

“Event of Default” shall have the meaning set forth in Section 4(a) of the Notes.

“Excluded Collateral” means (i) such portion of the voting Capital Stock of any Foreign Subsidiary in excess of 65% of

the issued and outstanding voting Capital Stock of such Foreign Subsidiary at any time the pledging of more than 65% of the total outstanding voting Capital Stock of such Foreign Subsidiary would result in a material adverse tax consequence to a

Grantor and (ii) any property to the extent that the grant of a security interest therein is prohibited by applicable law, requires a consent not obtained from a third party (other than the Company or any of its Subsidiaries), or would result

in a material breach of a binding contractual obligation; provided that such exclusions shall not apply to proceeds and receivables of the applicable assets.

“Foreign Currency Controlled Accounts” means any Controlled Account of a Grantor or any of its Subsidiaries holding

a deposit denominated in a currency other than United States dollar.

“Foreign Subsidiary” means any Subsidiary of a

Grantor organized under the laws of a jurisdiction other than the United States, any of the states thereof, Puerto Rico or the District of Columbia.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Governmental Authority” means any nation or government, any Federal, state, city, town, municipality, county, local,

foreign or other political subdivision thereof or thereto and any department, commission, board, bureau, court, tribunal, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative

powers or functions of or pertaining to government.

“Guaranteed Obligations” means the “Obligations” as

defined in Section 1 of the Guarantee.

“Guarantee” or “Guarantees” shall have the meaning set

forth in the recitals hereto.

“Guarantor” or “Guarantors” shall have the meaning set forth in the

recitals hereto.

“Initial Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code

or under any other bankruptcy or insolvency law or law for the relief of debtors, any proceeding relating to assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or any

proceeding seeking reorganization, arrangement, or other similar relief.

“Intellectual Property” means, collectively, all intellectual property

rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, under the applicable laws of any jurisdiction throughout the world, whether

registered or unregistered, including, without limitation, any and all: (a) Trademarks; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private

registrar or Governmental Authority, web addresses, web pages, websites and related content; (c) accounts with YouTube, LinkedIn, Twitter, Instagram, Facebook and other social media companies and the content found thereon (to the extent that

such accounts and content are transferable pursuant to the terms, conditions, and policies of each applicable social media platform); (d) Copyrights; (e) Patents; (f) business and technical information, databases, data collections and other

confidential and proprietary information and all rights therein; (g) all license agreements and other contracts pursuant to which any Grantor has been granted the right to use any of the foregoing; (h) all rights to sue for past, present,

and future infringement, misappropriation, dilution, or other violation of any of the foregoing; (i) all royalties, fees, income, payments, and other proceeds payable to or receivable by any Grantor relating to any of the foregoing; and

(j) all goodwill associated with any of the foregoing.

“Intellectual Property Security Agreement” means the

Intellectual Property Security Agreement required to be delivered pursuant to Section 6(h)(i) of this Agreement, substantially in the form attached hereto as Exhibit A.

“Licenses” means, collectively, the Copyright Licenses, the Trademark Licenses, and the Patent Licenses.

“Lien” means any mortgage, lien, pledge, charge, security interest, adverse claim, or other encumbrance upon or in any

property or assets.

“Noteholders” means, at any time, the holders of the Notes at such time.

“Notes” shall have the meaning set forth in the recitals hereto.

“Obligations” shall have the meaning set forth in Section 4 of this Agreement.

“Paid in Full” or “Payment in Full” means the indefeasible payment in full in cash of all of the

Obligations.

“Patent Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any

Grantor as licensee or licensor and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation, all Patent Licenses set forth in Schedule II hereto).

“Patents” means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions,

trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, now existing or

hereafter acquired (including, without limitation, all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information,

technology, know-how and formulae described in Schedule II hereto), all applications,

registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or

agency of the United States or any other country or any political subdivision thereof), and all reissues, reexaminations, divisions, continuations, continuations in part and extensions or renewals thereof.

“Perfection Requirement” or “Perfection Requirements” shall have the meaning set

forth in Section 5(j) of this Agreement.

“Permitted Liens” shall have the meaning set forth

in the Notes.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a

corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

“Pledged Accounts” means all of each Grantor’s right, title and interest in all of its Deposit Accounts, Commodity

Accounts and Securities Accounts (in all cases, including, without limitation, all Controlled Accounts and Foreign Currency Controlled Accounts).

“Pledged Collateral” shall have the meaning set forth in Section 2(a).

“Pledged Debt” shall have the meaning set forth in Section 2(a).

“Pledged Entity” means, each Person listed from time to time on Schedule IV hereto as a “Pledged

Entity,” together with each other Person, any right in or interest in or to all or a portion of whose Securities or Capital Stock is acquired or otherwise owned by a Grantor after the date hereof.

“Pledged Equity” means all of each Grantor’s right, title and interest in and to all of the Securities and Capital

Stock now or hereafter owned by such Grantor (including, without limitation, those interests listed opposite the name of such Grantor on Schedule IV), regardless of class or designation, including all substitutions therefor and replacements

thereof, all proceeds thereof and all rights relating thereto, also including, without limitation, any certificates representing such Securities and/or Capital Stock, the right to receive any certificates representing any of such Securities and/or

Capital Stock, all warrants, options, subscription, share appreciation rights and other rights, contractual or otherwise, in respect thereof, and the right to receive dividends, distributions of income, profits, surplus, or other compensation by way

of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange

for any or all of the foregoing.

“Pledged Operating Agreements” means all of each Grantor’s rights, powers and

remedies under the limited liability company operating agreements of each of the Pledged Entities that is a limited liability company, as may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

“Pledged Partnership Agreements” means all of each Grantor’s

rights, powers, and remedies under the general or limited partnership agreements of each of the Pledged Entities that is a general or limited partnership, as may be amended, modified, supplemented, extended, renewed, restated or replaced from time

to time.

“Pledged Securities” means any Promissory Notes, stock certificates, limited liability membership interests

or other Securities, certificates or Instruments now or hereafter included in the Pledged Collateral, including all Pledged Equity, Pledged Debt and all other certificates, instruments or other documents representing or evidencing any Pledged

Collateral.

“Required Holders” shall have the meaning set forth in the Securities Purchase Agreement.

“Securities Purchase Agreement” shall have the meaning set forth in the recitals hereto.

“Subsidiary” means any Person in which a Grantor directly or indirectly, (i) owns any of the outstanding Capital Stock

or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Subsidiaries”.

“Trademark Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as

licensor or licensee and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such licenses, contracts or agreements and the right to prepare for sale or lease and sell or

lease any and all Inventory now or hereafter owned by any Grantor and now or hereafter covered by such licenses, contracts or agreements (including, without limitation, all Trademark Licenses described in Schedule II hereto).

“Trademarks” means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names,

business names, d/b/a’s, assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, now or hereafter owned, adopted, acquired or used by any Grantor

(including, without limitation, all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, assumed names, Internet domain names, trade styles, designs, logos and other

source or business identifiers described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark

Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by

such marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services in connection with which any of such marks are used.

“Transaction Document” or “Transaction Documents” shall have the meaning set forth in the Securities

Purchase Agreement.

SECTION 2. Pledge of Pledged Collateral.

(a) As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby

assigns and pledges to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing

Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under all of the following, wherever located and whether now or hereafter existing and whether now owned or hereafter acquired: (i) the Pledged

Equity; (ii) all Promissory Notes, Security and Instruments evidencing debt now owned or at any time hereafter acquired by it (including, without limitation, those listed opposite the name of such Grantor on Schedule IV) (the

“Pledged Debt”); (iii) subject to Section 2(g) and 2(h), all payments of principal or interest, dividends, distributions, cash, Promissory Notes, Securities, Instruments and other property from

time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity and the Pledged Debt; (iv) all rights and privileges of such

Grantor with respect to the Securities and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses

(a) through (v) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall not include any item referred to in clauses (a) through (f) above if, for so long as and to

the extent such item constitutes Excluded Collateral.

(b) On the Initial Closing Date (in the case of any Grantor that grants a Lien on

any of its assets hereunder on the Initial Closing Date) or on the date on which it becomes a party to this Agreement pursuant to Section 6(m) (in the case of any other Grantor), each Grantor shall deliver or cause to be

delivered to the Collateral Agent any and all Pledged Securities (other than any Uncertificated Securities, but only for so long as such Securities remain uncertificated) to the extent such Pledged Securities, in the case of Promissory Notes and

other Instruments evidencing debt, are required to be delivered pursuant to Section 2(c). Thereafter, whenever such Grantor acquires any other Pledged Security (other than any Uncertificated Securities, but only for so long

as such Uncertificated Securities remain uncertificated), such Grantor shall promptly, and in any event within thirty (30) days (or such longer period as the Collateral Agent may agree to in writing), deliver or cause to be delivered to the

Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities, in the case of Promissory Notes and Instruments evidencing debt, are required to be delivered pursuant to Section 2(c).

(c) Each Grantor will cause all debt for borrowed money in an aggregate principal amount of $10,000 or more owed to such Grantor by any

other Person to be evidenced by a duly executed Promissory Note, and shall cause each such Promissory Note to be pledged and delivered to the Collateral Agent, (i) on the date hereof, in the case of any such debt existing on the date hereof

(or, in the case of any Grantor that becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such debt existing on such date) or (ii) promptly following the incurrence thereof, in the

case of any such debt incurred after the date hereof (or such other date), in each case pursuant to the terms hereof.

(d) Upon delivery

to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2(b) and/or 2(c) shall be accompanied by an undated stock or membership power or note endorsement, as applicable,

duly executed by the applicable Grantor in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request in order to effect the

transfer of such Pledged Securities and (ii) all other property comprising part of the Pledged

Collateral required to be delivered pursuant to Section 2(b) and/or 2(c) shall be accompanied by undated proper instruments of assignment duly executed by the

applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request in order to effect transfer of such Pledged Collateral. Each delivery of Pledged Securities or other Pledged Collateral shall be accompanied by

a schedule describing such Pledged Securities or Pledged Collateral, as the case may be, which schedule shall be deemed to supplement Schedule IV and be made a part hereof; provided that failure to attach any such schedule hereto shall

not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

(e) The assignment, pledge, Lien, and security interest granted in Section 2(a) are granted as security only and

shall not subject the Collateral Agent or any Buyer to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral.

(f) If an Event of Default shall occur and be continuing and, other than in the case of a Bankruptcy Event of Default, the Collateral Agent

shall have notified the Company of its intent to exercise such rights, (a) the Collateral Agent, shall have the right (in its sole and absolute discretion) to cause each of the Pledged Securities to be transferred of record into the name of the

Collateral Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and (b) to the extent

permitted by the documentation governing such Pledged Securities and applicable law, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any

purpose consistent with this Agreement. Each Grantor will promptly give to the Collateral Agent copies of any material notices received by it with respect to Pledged Securities registered in the name of such Grantor. Each Grantor will take any and

all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 2(f).

(g)

Unless and until an Event of Default shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of Default, the Collateral Agent shall have notified the Grantors that the rights of the Grantors under this

Section 2(g) are being suspended:

(i) Each Grantor shall be entitled to exercise any and all

voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Transaction Documents.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all

such proxies, powers of attorney and other instruments as such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to

Section 2(g)(i), in each case as shall be specified in such request.

(iii) Each Grantor shall be entitled to receive and retain any and all

dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, to the extent (and only to the extent) that such dividends, interest, principal and other distributions are permitted by, the other

Transaction Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or

reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or

other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the Collateral Agent and shall, to the extent

required by Section 2(b) and/or 2(c) be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or documents set forth in Section 2(d) or

as otherwise reasonably requested by the Collateral Agent). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall deliver to each Grantor any Pledged Securities in its possession if requested in writing to be

delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities.

(h) Upon the occurrence and

during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of the rights of the Grantors under

Section 2(g)(iii), all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 2(g)(iii) shall cease, and all

such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of the Pledged Collateral,

subject to Section 2(k) and the last sentence of this Section 2(h). All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of

Section 2(g) or this Section 2(h) shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received

(with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of Section 2(g) and/or this

Section 2(h) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the

Obligations and shall be applied in accordance with the provisions of Section 8. After all Events of Default have been cured or waived, and the Grantors have delivered to the Collateral Agent a certificate of an executive

officer to such effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of

Section 2(g)(iii) in the absence of an Event of Default and that remain in such account.

(i) Upon the

occurrence and during the continuance of an Event of Default and, other than in the case of a Bankruptcy Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of the rights of the Grantors under

Section 2(g)(i), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 2(g)(i), and the obligations of the Collateral

Agent under Section 2(g)(ii), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights

and powers subject to Section 2(k) and the last sentence of this Section 2(i); provided that, the Collateral Agent

shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or

waived, and the Grantors have delivered to the Collateral Agent a certificate of an executive officer to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would

otherwise be entitled to exercise pursuant to the terms of Section 2(g)(i), and the obligations of the Collateral Agent under Section 2(g)(ii) shall be reinstated.

(j) Any notice given by the Collateral Agent to the Grantors under Section 2(f) or

Section 2(g) (i) may be given by telephone if also confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the

Grantors under Section 2(g)(i) or 2(g)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the

Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

(k) Nothing contained in this Agreement shall be construed to make the Collateral Agent or any Buyer liable as a shareholder of any

corporation, member of any limited liability company or as a partner of any partnership, and neither the Collateral Agent nor any Buyer by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the

duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the absolute owner of Pledged Equity consisting of

a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any Buyer, any Grantor and/or any other Person.

SECTION 3. Grant of Security Interest

(a) As collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby

pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing

Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under all of the following personal property and assets of such Grantor, wherever located and whether now or hereafter existing and whether now owned

or hereafter acquired, of every kind, nature and description, whether tangible or intangible (together with the Pledged Collateral, the “Collateral”):

(i) all Accounts;

(ii) all

Chattel Paper (whether tangible or Electronic Chattel Paper);

(iii) all Commercial Tort Claims, including, without limitation, those

specified on Schedule VI hereto;

(iv) all Documents;

(v) all Equipment;

(vi) all

Fixtures;

(vii) all General Intangibles (including, without limitation, all Payment Intangibles);

(viii) all Goods;

(ix) all

Instruments;

(x) all Inventory;

(xi) all Investment Property (and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged

Operating Agreements and Pledged Partnership Agreements);

(xii) all Intellectual Property and all Licenses;

(xiii) all Letter-of-Credit Rights;

(xiv) all Pledged Accounts, all cash and other property from time to time deposited therein, and all monies and property in the possession or

under the control of the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the Collateral Agent or any such Noteholder;

(xv) all Supporting Obligations;

(xvi) all other tangible and intangible personal property of each Grantor (whether or not subject to the Code), including, without

limitation, all Deposit Accounts and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of any

Grantor described in the preceding clauses of this Section 3(a) (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by each Grantor in

respect of any of the items listed above), and all books, correspondence, files and other Records, including, without limitation, all tapes, desks, cards, Software, data and computer programs in the possession or under the control of any Grantor or

any other Person from time to time acting for any Grantor, in each case, to the extent of such Grantor’s rights therein, that at any time evidence or contain information relating to any of the property described in the preceding clauses of

this Section 3(a) or are otherwise necessary or helpful in the collection or realization thereof; and

(xvii)

all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;

in each case howsoever any Grantor’s interest therein may arise or appear (whether by ownership,

security interest, claim or otherwise).

(b) Notwithstanding anything herein to the contrary, the term “Collateral”

shall not include any Excluded Collateral.

further encumber, or permit any other Lien to exist that encumbers, any of its Intellectual Property, including, without limitation, any of its Copyrights, Copyright applications, Copyright registrations and like protections in each work of

authorship and derivative work, whether published or unpublished, Licenses, Patents, Patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the

goodwill of the business of such Grantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past,

present, or future infringement of any of the foregoing, in each case without the Collateral Agent’s prior written consent (which consent may be withheld or given in the Collateral Agent’s sole and absolute discretion).

(d) Each Grantor agrees that the pledge of the shares of Capital Stock acquired by such Grantor of any and all Persons now or hereafter

existing that is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges or other similar agreements or instruments, executed and delivered by such Grantor in favor of the Collateral Agent,

which agreements or instruments will provide for the pledge of such shares of Capital Stock and perfection of the Lien on such shares in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock,

the Collateral Agent may, at any time and from time to time, in its sole and absolute discretion, take such actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

(e) In addition, to secure the due and punctual payment and performance in full of the Obligations, as and when due, and in order to induce

the Buyers as aforesaid, each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a right of set-off

against the property of such Grantor held by the Collateral Agent, for itself and for the ratable benefit of the Noteholders, consisting of property described above in Section 2(a) and/or

Section 3(a) now or hereafter in the possession or custody of or in transit to the Collateral Agent, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor

may have any right or power; provided that such right shall only to be exercised after an Event of Default has occurred and is continuing.

SECTION 4. Security for Obligations. The Lien and security interest created

hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter incurred (collectively, the

“Obligations”):

(a) (i) the payment by the Company and each other Grantor, as and when due and payable (by scheduled

maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the Notes and the other Transaction Documents, and (ii) in the case

of the Guarantors, the payment by such Guarantors, as and when due and payable of all Guaranteed Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other amounts on the

Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such

Insolvency Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under this Agreement or any of the

Transaction Documents; and

(b) the due and punctual performance and observance by each Grantor of all of its other obligations from time

to time existing in respect of any of the Transaction Documents, including without limitation, with respect to any conversion or redemption rights of the Noteholders under the Notes.

SECTION 5. Representations and Warranties. Each Grantor represents and warrants as follows:

(a) Schedule I hereto sets forth (i) the exact legal name of each Grantor, (ii) the state of incorporation, organization or

formation and the organizational identification number of each Grantor in such state and (iii) each Grantor’s federal employer identification number. The information set forth in Schedule I hereto with respect to such Grantor is

true and accurate in all respects. Such Grantor has not previously changed its name (or operated under any other name), jurisdiction of organization or organizational identification number from those set forth in Schedule I hereto in the past

five (5) years except as disclosed in Schedule I hereto.

(b) There is no pending or, to its knowledge, written notice

threatening any action, suit, proceeding or claim affecting any Grantor before any Governmental Authority or any arbitrator, or any order, judgment or award issued by any Governmental Authority or arbitrator, in each case, that may adversely affect

the grant by any Grantor, or the perfection, of the Lien and security interest purported to be created hereby in the Collateral, or the exercise by the Collateral Agent of any of its rights or remedies hereunder.

(c) All Federal, state and local tax returns and other reports required by applicable law to be filed by any Grantor have been filed, or

extensions have been obtained, and all taxes, assessments and other governmental charges or levies imposed upon any Grantor or any property of any Grantor (including, without limitation, all federal income and social security taxes on

employees’ wages) and which have become due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the

non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

(d) All Equipment, Fixtures, Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of each

Grantor hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto, except that each Grantor will give the Collateral Agent written notice of any change in the location of any such Collateral

within twenty (20) days of such change, other than to locations set forth on Schedule III

hereto (and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon). Each Grantor’s principal place of business and

chief executive office, the place where each Grantor keeps its Records concerning the Collateral and all originals of all Chattel Paper in which any Grantor has any right, title or interest are located and will continue to be located at the

addresses specified therefor in Schedule III hereto. None of the Accounts in which any Grantor has any right, title or interest is or will be evidenced by Promissory Notes or other Instruments.

(e) Set forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) all Pledged Debt,

specifying the debtor thereof and the outstanding principal amount thereof as of the Initial Closing Date, Securities and other Instruments in which any Grantor has any right, title or interest, (ii) each Pledged Account of each Grantor,

together with the name and address of each institution at which each such Pledged Account is maintained, the account number for each such Pledged Account and a description of the purpose of each such Pledged Account and (iii) the name of each

Foreign Currency Controlled Account of each Grantor, together with the name and address of each institution at which each such Foreign Currency Controlled Account is maintained and the amount of cash or cash equivalents held in each such Foreign

Currency Controlled Account. Set forth in Schedule II hereto is a complete and correct list of each trade name used by each Grantor and the name of, and each trade name used by, each Person from which each Grantor has acquired any substantial

part of the Collateral. All of the Pledged Debt, to the best of the Grantors’ knowledge (provided that no such knowledge qualification applies to Pledged Debt issued by a Grantor or a Subsidiary), is the legal, valid and binding obligation of

the issuer thereof, enforceable against such issuer in accordance with its terms.

(f) Each Grantor has delivered to the Collateral Agent

complete and correct copies of each License described in Schedule II hereto, including all schedules and exhibits thereto, which represent all of the Licenses of the Grantors existing on the date of this Agreement. Each such License sets

forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the rights of

such Grantor or any of its Affiliates in respect thereof. Each material License now existing is, and any material License entered into in the future will be, the legal, valid and binding obligation of the parties thereto, enforceable against such

parties in accordance with its terms. No default under any material License by any such party has occurred, nor does any defense, offset, deduction or counterclaim exist thereunder in favor of any such party.

(g) Each Grantor owns and controls, or otherwise possesses adequate rights to use, all Intellectual Property, which is the only Intellectual

Property necessary to conduct its business in substantially the same manner as conducted as of the date hereof. Schedule II hereto sets forth a true and complete list of all Intellectual Property and Licenses owned or used by each Grantor as

of the date hereof, and applications for grant or registration of Intellectual Property. All such Intellectual Property of such Grantor is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid and

enforceable, and has not been abandoned in whole or in part. No Grantor has received written notice challenging the validity, enforceability, or ownership of any Intellectual Property, and no such challenge is pending or, to the knowledge of any

Grantor, threatened. Except as set forth in Schedule II, no such Intellectual Property is the

subject of any licensing or franchising agreement. Except as set forth in Schedule II, no Grantor has any knowledge of any infringement upon or conflict with the Patent, Trademark,

Copyright, trade secret rights of others and, each Grantor is not now infringing or in conflict with any Patent, Trademark, Copyright, trade secret or similar rights of others, and to the knowledge of each Grantor, no other Person is infringing or

in conflict in any material respect with any Intellectual Property owned or used by each Grantor. No Grantor has received any notice that it is violating or has violated the Intellectual Property of any third party.

(h) Each Grantor is and will be at all times the sole and exclusive owner of the Collateral in which such Grantor has granted a Lien and

security interest hereunder free and clear of any Liens, except for (i) Permitted Liens thereon and (ii) certain Intellectual Property rights of the Company which is jointly owned by the Company with certain third parties as described in

Schedule II hereto. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing office except such as (i) may have been filed in favor of the

Collateral Agent and/or the Noteholders relating to this Agreement or the other Transaction Documents, or (ii) are intended to perfect Permitted Liens existing as of the date hereof and disclosed on Schedule VII hereto.

(i) The exercise by the Collateral Agent of any of its rights and remedies hereunder will not contravene any law or any contractual

restriction binding on or otherwise affecting any Grantor or any of its properties and will not result in or require the creation of any Lien, upon or with respect to any of its properties other than as granted pursuant to this Agreement.

(j) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, is required for (i) the

grant by each Grantor, or the perfection, of the Lien and security interest purported to be created hereby in the Collateral, or (ii) the exercise by the Collateral Agent of any of its rights and remedies hereunder, except for (A) the

filing under the Code as in effect in the applicable jurisdiction of the financing statements described in Schedule V hereto, all of which financing statements have been duly filed and are in full force and effect, (B) with respect to

all Pledged Accounts, and all cash and other property from time to time deposited therein, the execution of a Controlled Account Agreement with the depository or other institution with which the applicable Pledged Accounts are maintained, as

provided in Section 6(i), (C) with respect to Commodity Contracts, the execution of a control agreement with the commodity intermediary with which such Commodity Contract is carried, as provided in

Section 6(i), (D) with respect to the perfection of the security interest created hereby in the United States Intellectual Property and Licenses, the recording of the appropriate Intellectual Property Security

Agreement in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, (E) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses,

registrations and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign Intellectual Property and Licenses, (F) with respect to the perfection of the security interest

created hereby in any Letter-of-Credit Rights, the consent of the issuer of the applicable letter of credit to the assignment of proceeds as provided in the Code as in

effect in the applicable jurisdiction, (G) with respect to Investment Property constituting uncertificated securities, the applicable Grantor causing the issuer thereof either (i) to register the Collateral Agent as the registered owner of

such securities or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such securities originated by the

Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent, (H) with respect to Investment Property

constituting certificated securities or instruments, such items to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or

assignment in blank, all in form and substance satisfactory to the Collateral Agent, (I) with respect to any action that may be necessary to obtain control of Collateral constituting Commodity Contracts, Electronic Chattel Paper or Letter of

Credit Rights, the taking of such actions, and (J) the Collateral Agent having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) through (J) each a “Perfection

Requirement” and collectively, the “Perfection Requirements”).

(k) This Agreement creates in favor of the

Collateral Agent a legal, valid and enforceable Lien on and security interest in the Collateral, as security for the Obligations. The performance of the Perfection Requirements results in the perfection of such Lien on and security interest in the

Collateral. Such Lien and security interest is (or in the case of Collateral in which any Grantor obtains any right, title or interest after the date hereof, will be), the Permitted Liens and the Perfection Requirements, a first priority, valid,

enforceable and perfected Lien on and security interest in all personal property of each Grantor (other than Excluded Collateral).Such recordings and filings and all other action necessary to perfect and protect such Lien and security interest have

been duly taken (and, in the case of Collateral in which any Grantor obtains right, title or interest after the date hereof, will be duly taken), except for the Collateral Agent’s having possession of all Documents, Chattel Paper, Instruments

and cash constituting Collateral after the date hereof and the other actions, filings and recordations described above, including the Perfection Requirements.

(l) As of the date hereof, no Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except for the

Commercial Tort Claims described in Schedule VI.

(m) All of the Pledged Equity is presently owned by the applicable Grantor as set

forth in Schedule IV free and clear of all Liens other than Permitted Liens, and is presently represented by the certificates listed on Schedule IV hereto (if applicable). As of the date hereof, there are no existing options, warrants,

calls or commitments of any character whatsoever relating to the Pledged Equity other than as contemplated and permitted by the Transaction Documents. Each Grantor is the sole holder of record and the sole beneficial owner of the Pledged Equity, as

applicable. None of the Pledged Equity has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. The Pledged Equity

constitutes 100% or such other percentage as set forth on Schedule IV of the issued and outstanding shares of Capital Stock of the applicable Pledged Entity. All of the Pledged Equity has been duly and validly authorized

and issued by the issuer thereof and, in the case of Pledged Equity (other than Pledged Equity consisting of limited liability company interests or partnership interests which, pursuant to the relevant organizational or formation documents, cannot

be fully paid and non-assessable), is fully paid and non-assessable.

(n) Such Grantor (i) is a corporation, limited liability company or limited

partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate, limited liability company or limited

partnership power and authority to conduct its business as now conducted and as presently contemplated and to execute and deliver this Agreement and each other Transaction Document to which such Grantor is a party, and to consummate the transactions

contemplated hereby and thereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such

qualification necessary, except where the failure to be so qualified would not result in a Material Adverse Effect.

(o) The execution,

delivery and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor is a party (i) have been duly authorized by all necessary corporate, limited liability company or limited partnership action,

(ii) do not and will not contravene its charter or by-laws, limited liability company or operating agreement, certificate of partnership or partnership agreement, as applicable, or any applicable law or

any contractual restriction binding on such Grantor or its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon or with respect to any of its assets or

properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of

its assets or properties.

(p) This Agreement has been duly executed and delivered by each Grantor and is the legal, valid and binding

obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other similar laws and

equitable principles (regardless of whether enforcement is sought in equity or at law). Each of the other Transaction Documents to which any Grantor is or will be a party, when delivered, duly executed and delivered by such Grantor and the legal,

valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other

similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law).

(q) There are no conditions

precedent to the effectiveness of this Agreement that have not been satisfied or waived.

SECTION 6. Covenants as to the

Collateral. Until all of the Obligations shall have been fully performed and Paid in Full, unless the Collateral Agent shall otherwise consent in writing (in its sole and absolute discretion):

(a) Further Assurances. Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further

instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the Lien and security interest of the Collateral Agent created hereby; (ii) enable the Collateral

Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral, including, without limitation, the Controlled Accounts; or (iii) otherwise effect the purposes of this Agreement, including, without limitation:

(A) marking conspicuously all Chattel Paper and each License and, at the request of the Collateral Agent, each of its Records pertaining to the Collateral

with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such Chattel Paper, License or Collateral is subject to the Lien and security interest created hereby,

(B) delivering and pledging to the Collateral Agent each Promissory Note, Security (subject to the limitations set forth in Section 3), Chattel Paper or other Instrument, now or hereafter owned by any Grantor, duly

endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that any Grantor’s signature is required thereon)

or authenticating the filing of, such financing or continuation statements, or amendments thereto, as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interest created hereby,

(D) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably

request, all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral Agent’s security interest created hereby and obtaining a written acknowledgment from such

Person, in form and substance satisfactory to the Collateral Agent, that such Person holds possession of the Collateral for the benefit of the Collateral Agent (for the ratable benefit of the Collateral Agent and the Noteholders), (F) if at any

time after the date hereof, any Grantor acquires or holds any Commercial Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial Tort Claim and granting to the

Collateral Agent a Lien and security interest therein and in the Proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (G) upon the acquisition after the

date hereof by any Grantor of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than a motor vehicle or Equipment that is subject to a purchase money security interest), causing the Collateral Agent to be

listed as the lienholder on such certificate of title or ownership and delivering evidence of the same to the Collateral Agent in accordance with Section 6(j) hereof, and (H) taking all actions required by the Code or

by other law, as applicable, in any relevant Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

(b)

Location of Collateral. Each Grantor will keep the Collateral (i) at the locations specified therefor on Schedule III hereto, or (ii) at such other locations set forth on Schedule III and with respect to which the

Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, or (iii) at such other locations in the United States, provided that thirty (30) days prior to any change in the location of any Collateral to

such other location, or upon the acquisition of any Collateral to be kept at such other locations, the Grantors shall give the Collateral Agent written notice thereof and deliver to the Collateral Agent a new Schedule III indicating such new

locations and such other written statements and schedules as the Collateral Agent may require.

Grantor will maintain or cause to be maintained and preserved in good condition, repair and working order, ordinary wear and tear excepted, the Equipment (necessary or useful to its business) and will forthwith, or in the case of any loss or damage

to any Equipment of any Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs, replacements and other improvements in connection therewith which are necessary or desirable, consistent with

past practice, or which the Collateral Agent may request to such end. Any Grantor will promptly furnish to the Collateral Agent a statement describing in reasonable detail any such loss or damage in excess of $25,000 per occurrence to any

Equipment.

(d) Taxes, Etc. Each Grantor agrees to pay promptly when due all property and other

taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith

by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves in accordance with GAAP have been set aside for

the payment thereof.

(e) Insurance.

(i) Each Grantor will, at its own expense, maintain insurance (including, without limitation, comprehensive general liability, hazard, rent

and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks, in such form and with responsible and reputable insurance companies or

associations as is required by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event, in

amount, adequacy and scope reasonably satisfactory to the Collateral Agent.

(ii) To the extent requested by the Collateral Agent at any

time and from time to time, each such policy for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent and any Grantor as their respective interests may appear, and each policy for property damage insurance

shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent. In addition to and without limiting the foregoing, to the extent requested by the Collateral Agent at any time and from time to time, each such policy

shall in addition (A) name the Collateral Agent as an additional insured party and/or loss payable, as applicable, thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as its interests may appear,

(B) contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or breach of representation or warranty by any Grantor, (C) provide that

there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that at least thirty (30) days’ prior written notice of cancellation, lapse, expiration or other

adverse change and at least ten (10) days’ prior written notice if cancellation is due to nonpayment shall be given to the Collateral Agent by the insurer. Any Grantor will, if so requested by the Collateral Agent, deliver to the

Collateral Agent original or duplicate policies of such insurance (including certificates demonstrating compliance with this Section 6(e)) and, as often as the Collateral Agent may reasonably request, a report of a

reputable insurance broker with respect to such insurance. Any Grantor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of such insurance policies and cause the respective insurers to acknowledge

notice of such assignment.

(iii) Reimbursement under any liability insurance maintained by any Grantor pursuant to this

Section 6(e) may be paid directly to the Person who shall have incurred liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory, to the extent paragraph (iv) of this

Section 6(e) is not applicable, any proceeds of

insurance involving such damage shall be paid to the Collateral Agent, and any Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory, and

any proceeds of insurance maintained by any Grantor pursuant to this Section 6(e) (except as otherwise provided in paragraph (iv) in this Section 6(e)) shall be paid by the Collateral Agent to

any Grantor as reimbursement for the reasonable costs of such repairs or replacements.

(iv) Notwithstanding anything to the contrary in

subsection 6(e)(iii) above, following and during the continuance of an Event of Default, all insurance payments in respect of each Grantor’s properties and business shall be paid to the Collateral Agent and applied as specified in

Section 8(b) hereof.

(f) Provisions Concerning Name, Organization, Location, Accounts and Licenses.

(i) Each Grantor will (A) give the Collateral Agent at least thirty (30) days’ prior written notice of any change in such

Grantor’s name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an

organizational identification number, if on the date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit representatives of the Collateral Agent during normal business

hours on reasonable notice to such Grantor, to inspect and make abstracts from such records.

(ii) Each Grantor will (except as otherwise

provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take

such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts; provided, however, that the Collateral Agent shall have the right at any time following the

occurrence and during the continuance of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral Agent and to direct such Account Debtors or obligors to make payment of

all amounts due or to become due to any Grantor thereunder directly to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted by applicable law, to enforce collection of

any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent that the Collateral

Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all

amounts and proceeds (including, without limitation, Instruments) received by any Grantor in respect of the Accounts shall be received in trust for the benefit of the Collateral Agent hereunder (for the ratable benefit of the Collateral Agent and

the Noteholders), shall be segregated from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied as specified in

Section 8(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon.

In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral

Agent may (in its sole and absolute discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a lockbox (including,

without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the

Collateral Agent shall direct) all or a portion of such Securities, cash, investments and other items held by such institution. Any such Securities, cash, investments and other items so received by the Collateral Agent shall be applied as specified

in accordance with Section 8(b) hereof.

(iii) Upon the occurrence and during the continuance of any breach or

default under any material License referred to in Schedule II hereto by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral Agent written notice of the

nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default, or

will obtain or acquire an appropriate substitute License.

(iv) Each Grantor will, at its expense, promptly deliver to the Collateral

Agent a copy of each notice or other communication received by it by which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect any of its obligations thereunder, together

with a copy of any reply by such Grantor thereto.

(v) Each Grantor will exercise promptly and diligently each and every right which it

may have under each material License (other than any right of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all action necessary or reasonable to maintain such

Licenses in full force and effect. No Grantor will, without the prior written consent of the Collateral Agent (in its sole and absolute discretion), cancel, terminate, amend or otherwise modify in any respect, or waive any provision of, any material

License referred to in Schedule II hereto.

(g) Transfers and Other Liens.

(i) Except as otherwise expressly permitted in the other Transaction Documents, no Grantor shall, directly or indirectly, sell, lease,

license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any Collateral whether in a single transaction or a series of related transactions,

other than (A) sales, leases, non-exclusive licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by such Grantor for fair value in the ordinary course of business

consistent with past practices and (B) sales of Inventory and product in the ordinary course of business.

(ii) Except as expressly

provided in the Notes, no Grantor shall, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its Capital Stock.

(iii) No Grantor shall, directly or indirectly, without the prior written consent of the

Required Holders, (A) issue any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (B) issue any other Securities that would cause a breach or default under the Notes.

(iv) No Grantor shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without

limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past

practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate

thereof.

(v) No Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted

Lien.

(h) Intellectual Property.

(i) If applicable, each Grantor shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor (either

itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual Property in full force and effect, including, without limitation, using the proper statutory notices, numbers

and markings (relating to patent, trademark and copyright rights), and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force and free from any claim of abandonment for non-use, and each Grantor will not (nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Intellectual Property may become abandoned, cancelled or invalidated; provided,

however, that so long as no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to maintain any Intellectual Property (A) that relates solely to any product or work that is no longer necessary

or material and has been, or is in the process of being, discontinued, abandoned or terminated in the ordinary course of business and consistent with the exercise of reasonable business judgment, (B) that is being replaced with Intellectual

Property substantially similar to the Intellectual Property that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does not materially adversely affect the validity of such replacement

Intellectual Property and so long as such replacement Intellectual Property is subject to the Lien created by this Agreement and does not have a Material Adverse Effect on the business of any Grantor, or (C) that is substantially the same as

other Intellectual Property that is in full force, so long as the failure to use or maintain such Intellectual Property does not materially or adversely affect the validity of such replacement Intellectual Property and so long as such other

Intellectual Property is subject to the Lien and security interest created by this Agreement and does not have a Material Adverse Effect on the business of any Grantor. Each Grantor will cause to be taken all necessary steps in any proceeding before

the United States Patent and Trademark Office and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration of the Intellectual Property and application for

registration of Intellectual Property (other than the Intellectual Property described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and

opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental charges or fees. If any Intellectual

Property (other than Intellectual Property described in the proviso to the second sentence of subsection (i) of this clause (h)) is infringed, misappropriated, diluted or otherwise violated

in any material respect by a third party, each Grantor shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly (and in any event within ten (10) Business Days) notify the Collateral Agent in

writing and (y) promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take

such other actions as such Grantor shall deem appropriate under the circumstances to protect such Intellectual Property, provided that no Grantor shall settle, compromise, or otherwise resolve any material Intellectual Property litigation or dispute

involving Intellectual Property without the prior written consent of the Collateral Agent (not to be unreasonably withheld, conditioned or delayed). Each Grantor shall furnish to the Collateral Agent from time to time upon its request statements and

schedules further identifying and describing the Intellectual Property and Licenses and such other reports in connection with the Intellectual Property and Licenses as the Collateral Agent may reasonably request, all in reasonable detail and

promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, each Grantor shall modify this Agreement by amending Schedule II hereto, as the case may be, to include any

Intellectual Property and License, as the case may be, which is or hereafter becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment

of the Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an

Event of Default, no Grantor may abandon, surrender or cancel or otherwise permit any Intellectual Property to become abandoned, surrendered, cancelled or invalid without the prior written consent of the Collateral Agent (in its sole and absolute

discretion), and if any Intellectual Property is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, each Grantor will take such reasonable action as the Collateral Agent shall deem appropriate under

the circumstances to protect such Intellectual Property.

(ii) In no event shall any Grantor, either itself or through any agent,

employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or in any similar office or

agency of the United States or any country or any political subdivision thereof unless it gives the Collateral Agent prior written notice thereof. Each Grantor shall provide the Collateral Agent with written notice within fifteen (15) days

following the filing of any such application. Upon request of the Collateral Agent, any Grantor shall execute, authenticate and deliver any and all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably

request to evidence the Collateral Agent’s security interest hereunder in such Intellectual Property (including execution and delivery of supplemental Intellectual Property Security Agreements for perfecting the Collateral Agent’s

interest therein) and the General Intangibles of any Grantor relating thereto or represented thereby, and each Grantor hereby appoints the Collateral Agent its

attorney-in-fact to execute and/or authenticate and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and

such power (being coupled with an interest) shall be irrevocable until all Obligations are fully performed and Paid in Full.

(iii) Each Grantor represents, warrants, and covenants that it has not, and shall not

during the term of this Agreement, grant to any Person any exclusive license or other exclusive right to use, manufacture, sell, distribute, or otherwise exploit any Intellectual Property, or enter into any agreement that, in each case, would limit

or restrict the ability of the Collateral Agent to exercise its rights hereunder with respect to any Intellectual Property, without the prior written consent of the Collateral Agent. Any purported grant of such exclusive rights without such consent

shall be void and of no force or effect as against the Collateral Agent.

(i) Pledged Accounts.

(A) Within thirty (30) calendar days of the Initial Closing Date (the “Post-Closing Period”), each Grantor shall

cause each bank and other financial institution which maintains a Controlled Account (each a “Controlled Account Bank”) to execute and deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent, a

Controlled Account Agreement with respect to such Controlled Account, duly executed by each Grantor and such Controlled Account Bank, pursuant to which such Controlled Account Bank among other things shall irrevocably agree, with respect to such

Controlled Account, that (i) at any time after any Grantor, the Collateral Agent or any Buyer shall have notified such Controlled Account Bank that an Event of Default has occurred or is continuing, such Controlled Account Bank will comply with

any and all instructions originated by the Collateral Agent directing the disposition of the funds in such Controlled Account without further consent by such Grantor, (ii) such Controlled Account Bank shall waive, subordinate or agree not to

exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned

checks or other items of payment, (iii) at any time after any Grantor, the Collateral Agent or any Buyer shall have notified such Controlled Account Bank that an Event of Default has occurred or is continuing, with respect to each such

Controlled Account, such Controlled Account Bank shall not comply with any instructions, directions or orders of any form with respect to such Controlled Accounts other than instructions, directions or orders originated by the Collateral Agent,

(iv) all funds deposited by any Grantor with such Controlled Account Bank shall, be subject to a perfected, first priority security interest in favor of the Collateral Agent, subject to the Permitted Liens and the proviso in the penultimate

sentence of Section 5(k), and (v) upon receipt of written notice from the Collateral Agent during the continuance of an Event of Default, such Controlled Account Bank shall immediately send to the Collateral Agent by wire transfer (to such

account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent shall direct) all such funds and other items held by it. No Grantor shall create or maintain any Pledged Account without the prior written consent of the

Collateral Agent (in its sole and absolute discretion) and complying with the terms of this Agreement.

(B) If at any time after the date

of this Agreement (but subject to the Post-Closing Period), the average daily balance of any Account that is not subject to a Controlled Account Agreement exceeds $10,000 during any calendar month (including the calendar month in which the date of

this Agreement occurs), the Company shall, either (x) within two (2) Business Days following such date, transfer to a Controlled Account an amount sufficient to reduce the average daily balance of such Account to an amount not in excess of

$10,000 or (y) within twenty-one (21) calendar days following the last day of such calendar month, deliver to the Collateral Agent a Controlled Account Agreement with respect to such Account, duly

executed by such Grantor and the depositary bank in which such Account is maintained.

Section 6(i)(B) above, and without limiting any of the foregoing, if at any time on or after the date that is twenty-one (21) calendar days following the Initial Closing Date,

the total aggregate amount of the cash of the Company and any of its Subsidiaries, in the aggregate, that is not held in a Controlled Account exceeds $100,000 (the “Maximum Free Cash Amount”), the Company shall within two

(2) Business Days following such date, either (x) transfer to a Controlled Account an amount sufficient to reduce the total aggregate amount of the cash that is not held in a Controlled Account to an amount not in excess of the Maximum

Free Cash Amount or (y) deliver to the Collateral Agent a Controlled Account Agreement with respect to such Account (or Accounts), duly executed by such Grantor and the depositary bank in which such Account (or Accounts) is maintained, as

necessary to reduce the total aggregate amount of the cash that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount.

(j) Motor Vehicles.

(i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of

title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the ratable benefit of the Collateral Agent and the Noteholders.

(ii) Each Grantor hereby appoints the Collateral Agent as its

attorney-in-fact for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to

enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other

agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose

of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as

attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full.

(iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for

each motor vehicle covered thereby.

(iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any

Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request in writing to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor

vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has

suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds

of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

(k) Control. Each Grantor hereby agrees to take any or all action that may be

necessary or that the Collateral Agent may reasonably request in order for the Collateral Agent to obtain “control” in accordance with Sections 9-105 through

9-107 of the Code with respect to the following Collateral: (i) Electronic Chattel Paper, (ii) Investment Property, and

(iii) Letter-of-Credit Rights.

(l) Inspection and

Reporting. Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such attorneys, accountant or other professionals or other Persons as the Collateral Agent may designate (at Grantors’ sole cost and

expense) (i) to examine and make copies of and abstracts from any Grantor’s Records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other

assets of any Grantor from time to time, and (iv) to conduct audits, physical counts, appraisals, valuations and/or examinations at the locations of any Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or

representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral Agent may designate to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial

employees, attorneys, independent accountants or any of its other representatives. Without limiting the foregoing, the Collateral Agent may, at any time, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or

in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors in respect of Instruments or Pledged Debt of such Grantor to verify

with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Pledged Debt, Chattel Paper, payment intangibles and/or other receivables.

(m) Future Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary, simultaneously with the creation or acquisition

of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent

updated Schedules to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned

by such Grantor), (iii) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral Agent in form and substance acceptable to the Collateral Agent,

(iv) deliver to the Collateral Agent the stock certificates representing all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of Capital Stock are

uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Section 8-106 of the Code or any other similar or local or foreign law that may be applicable), and (v) duly execute and/or cause to be delivered to the Collateral Agent, in form and substance acceptable

to the Collateral Agent, such opinions of counsel and other documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge any

Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees that all Pledged Equity and Pledged Debt listed on any

updated Schedule delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of Foreign Subsidiary may be supplemented by one or

more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such

shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such

foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

(n) Certain Post-Closing

Matters. On or before the applicable date set forth on Schedule VIII for each action described therein, or such later date agreed to in writing by the Collateral Agent (including via email) in its sole discretion, take, or cause to be

taken, each action specified and deliver each required agreement or document, as applicable. The failure to have taken such actions or deliver such agreements or documents by the date set forth on Schedule VIII (as such date may be extended

in the Collateral Agent’s sole discretion as provided herein) shall be an Event of Default.

SECTION 7. Additional

Provisions Concerning the Collateral.

(a) To the maximum extent permitted by applicable law, and for the purpose of taking any action

that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such

Grantor’s name and to file such agreements, instruments or other documents in such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more

financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that (A) describe the Collateral as “all assets” or “all personal

property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine regardless of whether any particular asset of such Grantor falls within the scope of

Article 9 of the Code or whether any particular asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any

financing statement, continuation statement or amendment, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor) and (iii) ratifies

such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement

covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(b) Each Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral

Agent’s discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to obtain and adjust

insurance required to be paid to the Collateral Agent pursuant to Section 6(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become

due under or in respect of any Collateral, (iii) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii) above, (iv) to file any claims or take any action or

institute any action, suit or proceedings which the Collateral Agent may deem necessary or desirable for the collection of any Collateral or otherwise to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral,

(v) to execute assignments, licenses and other documents to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, and (vi) to verify any and all information with respect to any and all Accounts.

This power is coupled with an interest and is irrevocable until all of the Obligations are fully performed and Paid in Full.

purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the

Collateral Agent, to the extent assignable, an irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense any

Intellectual Property in which such Grantor now or hereafter has any right, title or interest, wherever the same may be located, including, without limitation, in such license reasonable access to all media in which any of the licensed items may be

recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement that limit the right of any

Grantor to dispose of its property, and Section 6(g) and Section 6(h) hereof, so long as no Event of Default shall have occurred and be continuing, any Grantor may exploit, use, enjoy, protect,

license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly permitted by any of the other Transaction Documents, provided that no

such action shall impair the Lien of the Collateral Agent in such Intellectual Property. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time, upon the

request of any Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow it to take any action

permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual Property). Further, upon the full performance and Payment in Full of all of the Obligations, the Collateral Agent (subject to

Section 11(e) hereof) shall release and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or

warranty whatsoever. The exercise of rights and remedies hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by each Grantor in accordance with the second sentence of

this clause (c). Each Grantor hereby releases the Collateral Agent from any claims, causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral Agent under the powers of

attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

(d) If any Grantor fails to perform any agreement or obligation contained herein, the

Collateral Agent may itself perform, or cause performance of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such

Grantor pursuant to Section 9 hereof and such obligation shall be secured by the Collateral.

(e) The powers

conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting

for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

(f) Anything herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to

any of the Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Collateral Agent of any of its rights or remedies

hereunder shall not release any Grantor from any of its obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any obligation or liability by reason of this Agreement under the

Licenses or with respect to any of the other Collateral, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned

hereunder.

(g) As long as no Event of Default shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of

Default, until written notice shall be given to the applicable Grantor:

(i) Each Grantor shall have the right, from time to time, to vote

and give consents with respect to the Pledged Equity, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction Document; provided, however, that no vote

shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Equity or which would authorize, effect or consent to (unless and to

the extent expressly permitted by the Securities Purchase Agreement):

(A) the dissolution or liquidation, in whole or in

part, of a Pledged Entity;

(B) the consolidation or merger of a Pledged Entity with any other Person;

(C) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in

favor of the Collateral Agent;

(D) any change in the authorized number of shares, the stated capital or the authorized

share capital of a Pledged Entity or the issuance of any additional shares of its Capital Stock; or

(E) the alteration of the voting rights with respect to the Capital Stock

of a Pledged Entity.

(h) (i) Each Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends

and interest paid in respect of the Pledged Equity to the extent not in violation of the Securities Purchase Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Equity, and

instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Equity in connection

with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise

distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Equity; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and

(ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance with

clause (i) above) and all other distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust for

the benefit of the Collateral Agent (for the ratable benefit of the Collateral Agent and the Noteholders), be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Equity in the

same form as so received (with any necessary endorsement).

SECTION 8. Remedies Upon Event of Default; Application of

Proceeds. If any Event of Default shall have occurred and be continuing:

(a) The Collateral Agent may exercise in respect of the

Collateral, in addition to any other rights and remedies provided for herein, in any other Transaction Document or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code (whether or not the Code

applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the

Collateral Agent has not theretofore done so) and thereafter receive, for the ratable benefit of itself and the Noteholders, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect

thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral

as directed by the Collateral Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any

premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to

any Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at

public or private sale (including, without limitation, by credit bid), at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such

other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may

deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of

any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition of

any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at

the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Noteholders arising by reason of the fact that the price at which its respective Collateral may have been sold at a private

sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one

offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective

Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i)

and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an

Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time

after and during the continuance of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis,

any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; (3) the Collateral Agent may, at any time, pursuant to the

authority granted in Section 7 hereof or otherwise (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of such Grantor, one or more

instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country; (4) the Collateral Agent may record or file any document evidencing its

security interest in the Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any other applicable registry; (5) the Collateral Agent may take over or direct the prosecution,

maintenance, and enforcement of any Intellectual Property, including the right to bring suit in the name of any Grantor or the Collateral Agent to recover damages for infringement and to seek injunctive relief; and (6) the Collateral Agent may

settle or compromise any claims or litigation relating to the Intellectual Property on such terms as the Collateral Agent deems appropriate in its sole discretion.

(b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale or

disposition of or collection from, or other realization upon, all or any part of the Collateral shall be applied as follows (subject to the provisions of the Securities Purchase Agreement): first, to pay any fees, indemnities or expense

reimbursements then due to the Collateral Agent (including, without limitation, those described in Section 9 hereof); second, to pay any fees, indemnities or expense reimbursements then due to the

Noteholders, on a pro rata basis; third to pay interest due under the Notes owing to the Noteholders, on a pro rata basis; fourth, to pay or prepay principal in respect of the

Notes, whether or not then due, owing to the Noteholders, on a pro rata basis; fifth, to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Collateral Agent shall elect, consistent with the

provisions of the Securities Purchase Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the full performance and Payment in Full of all of the Obligations shall be paid over to whomsoever shall be

lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

such sale, disposition, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Noteholders are legally entitled, each Grantor shall be, jointly and severally, liable for the deficiency, together with

interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other

charges of any attorneys employed by the Collateral Agent to collect such deficiency.

(d) To the extent that applicable law imposes

duties on the Collateral Agent to exercise rights and remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed

significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for

access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to

exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons

obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a

specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to

assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or

that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet

enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or

disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment bankers, consultants, attorneys and other professionals to assist the Collateral Agent in the collection

or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be

commercially reasonable in the Collateral Agent’s exercise of rights and remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being

indicated in this section. Without limitation of the foregoing, nothing contained in this section shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by

this Agreement or by applicable law in the absence of this section.

(e) The Collateral Agent shall not be required to marshal any present or future collateral

security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and

all of the Collateral Agent’s rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the

extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under

this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent

that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

SECTION 9. Indemnity and

Expenses.

(a) Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the

Noteholders harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable legal fees, costs, expenses, and disbursements of such Person’s

counsel) to the extent that they arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent resulting from such Person’s gross negligence or willful misconduct, as

determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

(b) Each Grantor agrees, jointly and

severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including,

without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment,

waiver or other modification or termination of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the

rights or remedies of the Collateral Agent hereunder or under applicable law, or (iv) the failure by any Grantor to perform or observe any of the provisions of any Transaction Document.

SECTION 10. Notices, Etc. All notices and other communications provided for hereunder shall be effected in the manner provided for

in Section 9(f) of the Securities Purchase Agreement. Any notices or other communications to any Grantor shall be sent to the Company’s address as set forth in Section 9(f) of the Securities Purchase Agreement. For the avoidance of

doubt, all Foreign Subsidiaries, as Grantors, hereby appoint the Company as its agent for receipt of service of process and all notices and other communications in the United States.

SECTION 11. Miscellaneous.

(a) No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral

Agent (and approved by the Required Holders), and no waiver of any provision of this Agreement, and no consent to any departure by each Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent

(and approved by the Required Holders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification or waiver of this Agreement shall be effective to the

extent that it (1) applies to fewer than all of the holders of the Securities (as defined in the Securities Purchase Agreement) then outstanding or (2) imposes any obligation or liability on any Noteholder without such Noteholders prior

written consent (which may be granted or withheld in such Noteholder’s sole discretion).

(b) No failure on the part of the

Collateral Agent to exercise, and no delay in exercising, any right or remedy hereunder or under any of the other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude

any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Collateral Agent or any Noteholder provided herein and in the other Transaction Documents are cumulative and are in addition to, and

not exclusive of, any rights or remedies provided by law. The rights and remedies of the Collateral Agent or any Noteholder under any of the other Transaction Documents against any party thereto are not conditional or contingent on any attempt by

such Person to exercise any of its rights or remedies under any of the other Transaction Documents against such party or against any other Person, including but not limited to, any Grantor.

(c) If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent

jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited

nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred

upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or

unenforceable provision(s).

(d) This Agreement shall create a continuing Lien on and security interest in the Collateral and shall

(i) remain in full force and effect until the full performance and Payment in Full of the Obligations, and (ii) be binding on each Grantor and all other Persons who become bound as debtor to this Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of the Collateral Agent and the Noteholders hereunder, to the ratable benefit of the Collateral Agent and the Noteholders and

their respective permitted successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence, without notice to any Grantor, the Collateral Agent and the Noteholders may assign or

otherwise transfer their rights and obligations under this Agreement and any of the other Transaction Documents, to any other Person and such other Person shall

thereupon become vested with all of the benefits in respect thereof granted to the Collateral Agent and the Noteholders herein or otherwise. Upon any such assignment or transfer, all references

in this Agreement to the Collateral Agent or any such Noteholder shall mean the assignee of the Collateral Agent or such Noteholder. None of the rights or obligations of any Grantor hereunder may be assigned, delegated, or otherwise transferred

without the prior written consent of the Collateral Agent in its sole and absolute discretion, and any such assignment, delegation, or transfer without such consent of the Collateral Agent shall be null and void.

(e) Upon the full performance and Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall

terminate and all rights to the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the Collateral Agent will, upon any Grantor’s request and at such Grantor’s expense,

(A) return to such Grantor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to such Grantor such documents as such Grantor shall reasonably

request to evidence such termination, all without any representation, warranty or recourse whatsoever.

(f) Governing Law;

Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any provision or rule

(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and

federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and

hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or

that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at

the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against any Grantor in any other

jurisdiction to collect on such Grantor’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY

TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(g) The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this

Agreement.

(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. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such signature page were an original thereof.

(i) This Agreement shall remain in full

force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of creditors or should a receiver or

trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant

to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such

payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,

restored or returned.

(j) Each Grantor agrees, on a joint and several basis, to pay all reasonable and documented costs and expenses

(including legal costs) incurred by the Collateral Agent and each Noteholder in accordance with the terms of Section 4(j) of the Securities Purchase Agreement and all Obligations provided for in this

Section 11(j) shall survive the termination of the Notes and the payment of the Notes and all other amounts payable thereunder and termination of this Agreement.

(k) All agreements, representations and warranties made herein and in every other Transaction Document shall survive the execution and

delivery of this Agreement and the other Transaction Documents. The provisions of Sections 6(d), 9 and 11 of this Agreement shall survive the termination of the Notes and the payment of the Notes and all

other amounts payable thereunder and termination of this Agreement.

SECTION 12. Material

Non-Public Information. Upon receipt or delivery by any Grantor of any notice in accordance with the terms of this Agreement, unless such Grantor has in good faith determined that the matters relating to

such notice do not constitute material, non-public information relating to the Grantor or any of its Subsidiaries, such Grantor shall within one (1) Business Day after any such receipt or delivery

publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that such Grantor believes that a notice contains

material, non-public information relating to such Grantor or any of its Subsidiaries, such Grantor so shall indicate to the Collateral Agent and any applicable Noteholder contemporaneously with delivery of

such notice, and in the absence of any such indication, the Collateral Agent and each Noteholder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public

information relating to such Grantor or its Subsidiaries. Nothing contained in this Section 12 shall limit any obligations of any Grantor, or any rights or remedies of the Collateral Agent or any Noteholder, under

Section 9(m) of the Securities Purchase Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by

its officer thereunto duly authorized, as of the date first above written.

GRANTORS:

CERENOME, INC.

By:

Name:

Title:

CNSIDE DIAGNOSTICS, LLC

By:

Name:

Title:

ACCEPTED BY:

3I, LP,

as Collateral Agent

By:

Name:

Title:

EXHIBIT A

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this

“IP Security Agreement”), dated [_____], 20[__], is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of 3i, LP, in its

capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined below).

WHEREAS, Cerenome, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and each party

listed as a “Buyer” on the Schedule of Buyers attached thereto (collectively, the “Buyers”) are parties to that certain Securities Purchase Agreement, dated September 4, 2026, pursuant to which the Company shall

be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” (as defined therein) issued pursuant thereto (as such Notes may be amended, modified, supplemented, renewed, restated or replaced from time to

time in accordance with the terms thereof, collectively, the “Notes”);

WHEREAS, it is a condition precedent to the

purchase of the Notes under the Securities Purchase Agreement that each Grantor has executed and delivered that certain Security and Pledge Agreement, dated September 8, 2026, made by the Grantors to the Collateral Agent (as amended, modified,

supplemented, renewed, restated or replaced from time to time, the “Security Agreement”); and

WHEREAS, under the terms

of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders, a Lien on and security interest in, among other property, certain intellectual property of the

Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

WHEREAS, the Grantors have determined that the execution, delivery, and performance of this IP Security Agreement directly benefits, and is in

the best interest of, the Grantors.

NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the

Buyers to perform under the Securities Purchase Agreement, each Grantor agrees with the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders, as follows

SECTION 1. Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as

and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and

the Noteholders, a continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the “Collateral”):

(i) the Patents and Patent applications set forth in Schedule A hereto;

(ii) the Trademark and service mark registrations and applications set forth in

Schedule B hereto (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent

that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark

applications under applicable federal law), together with the goodwill symbolized thereby;

(iii) all Copyrights, whether registered or

unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright registrations and applications and exclusive copyright licenses set forth in Schedule C hereto;

(iv) all reissues, divisions, continuations,

continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions,

all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(v) any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation,

misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(vi) any and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments

now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from any of the foregoing.

SECTION 2. Security for Obligations. The grant of a Lien on and security interest in, the Collateral by each Grantor under this IP

Security Agreement constitutes continuing collateral security for the payment and performance of all Obligations of such Grantor now or hereafter existing under or in respect of the Notes and the Transaction Documents, whether direct or indirect,

absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the

Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION 4. Execution in

Counterparts. This IP Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together constitute one and

the same Agreement.

SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with

the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the Lien and security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more

fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

SECTION 6. Governing Law; Jurisdiction; Jury Trial.

(i) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal

laws of the State of New York, without giving effect to any provision or rule of law (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York.

(ii) Each Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New

York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such

notices to it under Section 9(f) of the Securities Purchase Agreement or on the signature pages hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal action against any

Grantor in any other jurisdiction to collect on a Grantor’s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Noteholder.

(iii) WAIVER OF JURY TRIAL, ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR

THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(iv) Each Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding

referred to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.

[The remainder of the page is

intentionally left blank]

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered

by its officer thereunto duly authorized as of the date first above written.

[_____________________]

Name:

Title:

Address for Notices:

Schedule A

Patents

Grantor

Country

Title

Application or

Patent No.

Application or Registration

Date

Assignees

Schedule B

Trademarks

Grantor

Country

Trademark

Application or Registration No.

Application or Registration

Date

Assignees

Schedule C

Copyrights

Grantor

Country

Title

Type of Work

Application or Registration No.

Issue Date

Assignees

SCHEDULE I

Legal Names; Organizational Identification Numbers;

States or Jurisdiction of Organization

Grantor’s Name

State of

Organization

Federal

Employer I.D.

Organizational

I.D.

Cerenome, Inc.

Delaware

33-0827593

2752020

CNSide Diagnostics, LLC

Delaware

99-3108953

3699552

SCHEDULE II

Intellectual Property

Patents

FBT Gibbons G118973-G114725

CNSide Biocept (PLUS-2702)

PATHOGEN INACTIVATING AND NUCLEIC ACID STABILIZATION MEDIA FOR MICROORGANISM COLLECTION AND TRANSPORT

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/112,384

11/11/2020

Expired

U.S.A.

18/252,684

05/11/2023

Abandoned

U.S.A.

19/665,209

05/01/2026

Pending

PCT

PCT/US2021/059004

11/11/2021

Expired

Europe

21892820.8

11/11/2021

Pending

FBT Gibbons G118973-G114726

LM (PLUS-0005)

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/302,953

01/25/2022

Expired

U.S.A.

63/333,050

04/20/2022

Expired

U.S.A.

63/343,034

05/17/2022

Expired

U.S.A.

18/784,347

07/25/2024

Pending

PCT

PCT/US2023/011564

01/25/2023

Expired

Australia

2023212044

01/25/2023

Allowed

Australia

2026205150

01/25/2023

Pending

Brazil

BR112024015200-6

01/25/2023

Pending

Canada

3243234

01/25/2023

Allowed

China

202380027947.9

01/25/2023

Pending

Europe

23747577.7

01/25/2023

Pending

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

Hong Kong

62025109733.8

01/25/2023

Pending

Indonesia

P00202408220

01/25/2023

Pending

Israel

314471

01/25/2023

Pending

Japan

2024-566187

01/25/2023

Pending

Korea

10-2024-7028450

01/25/2023

Pending

Mexico

MX/a/2024/009199

01/25/2023

Pending

Malaysia

PI 2024004338

01/25/2023

Pending

South Africa

2024/06074

01/25/2023

Pending

FBT Gibbons G118973-G114727

CNSide Biocept (PLUS-1900)

CELL SEPARATION USING MICROCHANNEL HAVING PATTERNED POSTS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

60/678,004

05/04/2005

Expired

U.S.A.

11/038,920

01/18/2005

8,158,410

04/17/2012

Granted

U.S.A.

11/458,668

07/19/2006

Abandoned

U.S.A.

11/814,276

11/25/2008

Abandoned

U.S.A.

13/525,225

06/15/2012

9,212,977

12/15/2015

Expired

U.S.A.

14/937,481

11/10/2015

Abandoned

U.S.A.

15/193,712

06/27/2016

10,369,568

08/06/2019

Expired

U.S.A.

16/507,363

07/10/2019

Abandoned

U.S.A.

18/413,881

01/16/2024

Expired

PCT

PCT/US06/00383

01/05/2006

Expired

China

200680002401.4

01/05/2006

ZL200680002401.4

07/17/2013

Expired

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

China

201310240119.1

01/05/2006

ZL201310240119.1

05/25/2016

Expired

Europe

06717562.0

01/05/2006

1838442

09/11/2013

Expired

Europe

12195814.4

01/05/2006

Abandoned

Hong Kong

08107280.6

01/05/2006

1116720

03/28/2014

Expired

Hong Kong

14104295.8

01/05/2006

Abandoned

India

2991/KOLNP/2007

01/05/2006

Abandoned

Israel

184345

01/05/2006

Abandoned

Japan

2007-551296

01/05/2006

Abandoned

Japan

2015-015222

01/05/2006

Abandoned

Japan

2016-255895

01/05/2006

Abandoned

Japan

2012-048659

01/05/2006

5824387

10/16/2015

Expired

Korea

1020077018895

01/05/2006

Abandoned

Taiwan

095115566

05/02/2006

Abandoned

FBT Gibbons G118973-G114730

CNSide Biocept (PLUS-2203)

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

61/163,009

03/24/2009

Expired

U.S.A.

61/235,615

08/20/2009

Expired

U.S.A.

61/298,871

01/27/2010

Expired

U.S.A.

12/730,738

03/24/2010

9,128,082

09/08/2015

Granted

U.S.A.

13/269,532

10/07/2011

Abandoned

U.S.A.

14/223,980

03/24/2014

9,671,407

06/06/2017

Granted

U.S.A.

14/812,498

07/29/2015

10,527,611

01/07/2020

Granted

U.S.A.

16/695,976

11/26/2019

11,719,692

08/08/2023

Granted

U.S.A.

18/334,185

06/13/2023

Abandoned

U.S.A.

19/546,605

02/23/2026

Pending

PCT

PCT/US10/28499

03/24/2010

Expired

Australia

2010229924

03/24/2010

2010229924

07/21/2016

Granted

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

Australia

2016222325

03/24/2010

2016222325

09/14/2017

Granted

Canada

2756493

03/24/2010

2756493

07/02/2019

Granted

China

201080019566.9

03/24/2010

ZL201080019566.9

05/07/2019

Granted

China

201910312087.9

03/24/2010

Abandoned

Europe

10756790.1

03/24/2010

2411808

11/11/2015

Granted (valid in DE, ES, FR, GB, IT)

Europe

15188374.1

03/24/2010

2995953

11/292017

Granted (valid in DE, FR, GB, IT)

Hong Kong

16110945.7

03/24/2010

1222901

07/14/2017

Granted

Japan

2012-502208

03/24/2010

5923035

04/22/2016

Granted

Japan

2014-237778

03/24/2010

6081434

01/27/2017

Granted

Japan

2015-251296

03/24/2010

6463668

01/11/2019

Granted

Japan

2018-204145

03/24/2010

6771010

09/30/2020

Annuity Due 30-Sep-2026

FBT Gibbons G118973-G114732

CNSide Biocept (PLUS-2409)

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

61/385,937

09/23/2010

Expired

U.S.A.

13/241,083

09/22/2011

9,347,946

05/24/2016

Granted

U.S.A.

15/137,699

04/25/2016

Abandoned

PCT

PCT/US11/52837

09/22/2011

Expired

Canada

2812291

09/22/2011

2812291

06/16/2020

Granted

China

201180056340.0

09/22/2011

ZL201180056340.0

08/10/2016

Granted

Europe

11827572.6

09/22/2011

2619588

08/17/2019

Granted (valid in CH, DE, FR, GB, IT) Annuity Due 22-Sep-2026

Hong Kong

14101003.7

09/22/2011

1188285

09/11/2020

Granted

Japan

2013-530331

09/22/2011

6234817

11/02/2017

Granted

Japan

2015-183025

09/22/2011

Abandoned

Japan

2017-169450

09/22/2011

Abandoned

FBT Gibbons G118973-G114733

GBM/LM (PLUS-0007)

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/115,519

11/18/2020

Expired

U.S.A.

17/746,853

05/17/2022

Pending

PCT

PCT/US21/59969

11/18/2021

Expired

Australia

2021381376

11/18/2021

Pending

Brazil

BR112023009541-7

11/18/2021

Pending

Canada

3198991

11/18/2021

Annuity Due 18-Nov-2026

China

202180090926.2

11/18/2021

Pending

Europe

21895620.9

11/18/2021

Pending

Hong Kong

62024089306.0

11/18/2021

Pending

Hong Kong

62024093102.7

11/18/2021

Pending

Indonesia

P00202305319

11/18/2021

Pending

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

Israel

302964

11/18/2021

Pending

Japan

2023-553170

11/18/2021

Pending

Korea

10-2023-7020403

11/18/2021

Pending

Mexico

MX/a/2023/005857

11/18/2021

Pending

Malaysia

PI 2023002944

11/18/2021

Request for Modified Substantive Examination Due 18-Nov-2026

FBT Gibbons G118973-G114734

BAM (PLUS-0014)

BIODEGRADABLE ALGINATE MICROSPHERES

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/433,889

12/20/2022

Expired

U.S.A.

18/390,264

12/20/2023

Pending

PCT

PCT/US23/85031

12/20/2023

Expired

Argentina

230103471

12/20/2023

Abandoned

Canada

3277661

12/20/2023

Pending

China

202380093881.3

12/20/2023

Pending

Europe

23908404.9

12/20/2023

Pending

Hong Kong

62025116591.1

12/20/2023

Pending

Japan

2025-536287

12/20/2023

Request Examination due 20-Dec-2026

FBT Gibbons G118973-G114735

LM Cerebrospinal Fluid (PLUS-5001)

MONITORING AND TREATMENT OF CENTRAL NERVOUS SYSTEM METASTASES

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/870,673

08/26/2025

Pending

FBT Gibbons G118973-G114736

LM Monitoring (PLUS-5000)

MONITORING AND TREATMENT OF LEPTOMENINGEAL METASTASES

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

63/723,482

11/21/2024

Expired

PCT

PCT/US25/55763

11/17/2025

Pending

FBT Gibbons G118973-G114738

Use of Diazolidinyl Urea (PLUS-2300)

USE OF DIAZOLIDINYL UREA FOR ANTI-CLUMPING OF BIOLOGICAL SAMPLES

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

61/385,935

09/23/2010

Expired

U.S.A.

13/243,432

09/23/2011

9,040,255

05/26/2015

Granted

U.S.A.

14/695,455

04/24/2015

Abandoned

U.S.A.

90/014,862(Reexam of 9,040,255)

09/17/2021

Reexamination Certificate Issued

PCT

PCT/US11/53041

09/23/2011

Expired

FBT Gibbons G118973-0817650

CNSide Biocept (PLUS-1900-1)

DETECTION OR ISOLATION OF TARGET MOLECULES USING A MICROCHANNEL APPARATUS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

11/038,920

01/18/2005

8,158,410

04/17/2012

Granted

U.S.A.

11/458,668

07/19/2006

Abandoned

U.S.A.

13/441,703

04/06/2012

Abandoned

PCT

PCT/US07/73817

07/18/2007

Expired

Canada

2658336

07/18/2007

2658336

01/24/2008

Granted

China

200780032530.2

07/18/2007

ZL200780032530.2

07/09/2014

Granted

Europe

07813079.6

07/18/2007

Abandoned

Hong Kong

10102459.8

07/18/2007

1135725

07/10/2015

Granted

Hong Kong

09105117.8

07/18/2007

Abandoned

India

269/KOLNP/2009

07/18/2007

Abandoned

Israel

196553

07/18/2007

Abandoned

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

Japan

2009-520982

07/18/2007

Abandoned

Korea

1020097003339

07/18/2007

Abandoned

FBT Gibbons G118973-0817644

CNSide (Cell Isolation)

ISOLATION OF CELLS OR THE LIKE FROM BODILY FLUIDS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

11/021,304

12/23/2004

7,439,062

10/21/2008

Expired

PCT

PCT/US05/46961

12/21/2005

Expired

FBT Gibbons G118973-0817649

CNSide Biocept (Microchannel Apparatus)

DETECTION, SEPARATION OR ISOLATION OF TARGET MOLECULES USING A MICROCHANNEL APPARATUS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

11/331,988

01/12/2006

7,695,956

04/13/2010

Expired

U.S.A.

12/721,510

03/10/2010

Abandoned

PCT

PCT/US07/60518

01/12/2007

Expired

China

200780003143.6

01/12/2007

Abandoned

Europe

07717726.9

01/12/2007

Abandoned

Hong Kong

09102561.6

01/12/2007

Abandoned

Hong Kong

09107243.1

01/12/2007

Abandoned

India

2899/KOLNP/2008

01/12/2007

Abandoned

Japan

2008-550541

01/12/2007

Abandoned

Japan

2010-058590

01/12/2007

Abandoned

Japan

2012-118310

01/12/2007

Abandoned

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

Korea

1020087019406

01/12/2007

Abandoned

FBT Gibbons G118973-0817648

CNSide Biocept (Biochip)

REFLECTIVE SUBSTRATE AND ALGORITHMS FOR 3D BIOCHIP

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

60/412,522

09/19/2002

Expired

U.S.A.

10/664,248

09/16/2003

7,198,901

04/03/2007

Expired

FBT Gibbons G118973-0817646

CNSide Biocept (Microarray/Hydrogel)

MICROARRAYS UTILIZING HYDROGELS

COUNTRY

SERIAL NO.

FILED

PATENT NO.

ISSUE DATE

STATUS

U.S.A.

10/922,391

08/19/2004

7,595,157

09/29/2009

Expired

PCT

PCT/US05/28224

08/09/2005

Expired

Trademarks:

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

CERENOME

SN: 99834767

United States (Federal)

Pending Application, May 20, 2026

Office Status: New Application - Record Initialized Not Assigned to Examiner

Filed: May 20, 2026

Int’l Class: 05, 42, 44

(Int’l Class: 05)

Pharmaceutical preparations for the treatment of cancer; pharmaceutical preparations for the treatment of diseases and disorders of the central nervous system;

radiopharmaceutical preparations for diagnostic and therapeutic purposes; diagnostic preparations for medical purposes for the detection and characterization of cancer and other diseases, including diseases and disorders of the central nervous

system.

(Int’l Class: 42)

Medical research in the field of oncology; medical research laboratory services in the field of oncology; pharmaceutical research and development services; providing medical and scientific information in the

field of cancer, diseases and disorders of the central nervous system, and oncological diseases and disorders; data analytics services in the field of oncology and central nervous system diseases and disorders; software as a service (SAAS) services

featuring software for data analytics in the fields of pharmaceutical research, oncology, and diseases

Plus Therapeutics, Inc. (Delaware Corporation)

6420 Levit Green Blvd Suite 210, Houston, Texas 77021 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

and disorders of the central nervous system; providing scientific and research information in the field of oncology and central nervous

system diseases

and disorders via a website.

(Int’l Class: 44)

Medical diagnostic testing services in the field of oncology and diseases of

the central nervous system; providing medical information in the field of cancer diagnosis and treatment; providing medical information services in the field of oncology and central nervous system diseases and disorders, including through data

analytics; providing healthcare data analytics services, namely, analysis of clinical and medical data in the fields of oncology and diseases and disorders of the central nervous system.

CERENOME and Design

SN: 99902520

United States (Federal)

Pending Application, June 24, 2026

Office Status: New Application - Record Initialized Not Assigned to Examiner

Filed: June 24, 2026

Int’l Class: 05, 42, 44

(Int’l Class: 05)

Pharmaceutical preparations for the treatment of cancer; pharmaceutical preparations for the treatment of diseases and disorders of the central nervous system;

system.

(Int’l Class: 42)

Medical research in the field of oncology; medical research laboratory

Plus Therapeutics, Inc. (Delaware Corporation)

6420 Levit Green Blvd Suite 210, Houston, Texas 77021 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

services in the field of oncology; pharmaceutical research and development services; providing medical and scientific information in the field of cancer, diseases and disorders of the central nervous system, and oncological diseases

and disorders; data analytics services in the field of oncology and central nervous system diseases and disorders; software as a service (SAAS) services featuring software for data analytics in the fields of pharmaceutical research, oncology, and

diseases and disorders of the central nervous system; providing scientific and research information in the field of oncology and central nervous system diseases and disorders via a website.

(Int’l Class: 44)

Medical diagnostic testing

services in the field of oncology and diseases of the central nervous system; providing medical information in the field of cancer diagnosis and treatment; providing medical information services in the field of oncology and central nervous system

diseases and disorders, including through data analytics; providing healthcare data analytics services, namely, analysis of clinical and medical data in the fields of oncology and diseases and disorders of the central nervous system.

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

CEE SURE and Design

SN: 99612161

United States (Federal)

Published, June 23, 2026

Office Status: Published For Opposition

Filed: January 23, 2026

Int’l Class: 10

(Int’l Class: 10)

Medical apparatus for the collection and preservation of cerebrospinal fluid samples; medical devices, namely, sample collection tubes for cerebrospinal fluid; apparatus for

preserving and stabilizing cells and biomarkers in cerebrospinal fluid samples during collection, storage, and transport for research, diagnostic, or therapeutic use

Plus Therapeutics, Inc. (Delaware Corporation)

6420 Levit Green Blvd Suite 210, Houston, Texas 77021 United States of America

REYOBIQ

SN: 98675300

United States (Federal)

Application pending publication, March 9, 2026

Office Status: Second Extension - Granted

Filed: July 31, 2024

Int’l Class: 05

(Int’l Class: 05)

Pharmaceutical and radiotherapeutic preparations, namely, therapeutic anti-cancer drugs; biopharmaceuticals for the treatment of cancers; pharmaceutical preparations and

substances for use in oncology; pharmaceutical preparations and substances for the treatment of cancers

Plus Therapeutics, Inc. (Delaware Corporation)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

REYOBIQ and Design

SN: 99128434

United States (Federal)

Application pending publication, March 9, 2026

Office Status: First Extension - Granted

Filed: April 9, 2025

Int’l Class: 05

(Int’l Class: 05)

Pharmaceutical and radiotherapeutic preparations, namely, therapeutic anti-cancer drugs; biopharmaceuticals for the treatment of cancers; pharmaceutical preparations and

substances for use in oncology;

Plus Therapeutics, Inc. (Delaware Corporation)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

pharmaceuticl preparations and substances for the treatment of cancers

Design Only

SN: 99128432

United States (Federal)

Application pending publication, April 14, 2026

Office Status: First Extension - Granted

Filed: April 9, 2025

Int’l Class: 05

(Int’l Class: 05)

Pharmaceutical and radiotherapeutic preparations, namely, therapeutic anti-cancer drugs; biopharmaceuticals for the treatment of cancers; pharmaceutical preparations and

substances for use in oncology; pharmaceutical preparations and substances for the treatment of cancers

Plus Therapeutics, Inc. (Delaware Corporation)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

CNSIDE and Design

SN: 99112626

United States (Federal)

Application pending publication, August 4, 2026

Office Status: First Extension - Granted

Filed: March 31, 2025

Int’l Class: 01, 05, 10, 42, 44

(Int’l Class: 01)

Diagnostic assays and reagents for clinical or medical laboratory research use

(Int’l Class: 05)

Medical diagnostic kits comprised of assays and

reagents for the detection of cancer

(Int’l Class: 10)

Medical diagnostic apparatus for testing bodily fluids

(Int’l Class: 42)

Diagnostic testing for medical research and development in the field of oncology; scientific

research in the nature of conducting clinical trials for others; clinical laboratory services being medical research laboratory

Cnside Diagnostics, LLC (Delaware Limited Liability Company)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

services

(Int’l Class: 44)

Medical diagnostic testing services relating to the detection of cancer; predictive medical analysis services relating to the selection of treatments for cancer; medical diagnostic screening

and analysis for the treatment of persons; medical diagnostic testing through isolation and extraction of cells for analysis; medical diagnostic testing and medical analysis services related to the treatment of patients in the field of oncology

CEE-SURE

RN: 6511282

SN: 90453783

United States (Federal)

Registered, October 5, 2021

Office Status: Registered

Int’l Class: 10

First Use: January, 2011

Filed: January 7, 2021

Registered: October 5, 2021

Int’l Class: 10

(Int’l Class: 10)

Blood testing apparatus, namely, blood collection tubes

Plus Therapeutics, Inc. (Delaware Corporation)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

CNSIDE

RN: 6616822

SN: 90383127

United States (Federal)

Registered, January 11, 2022

Office Status: Registered

Int’l Class: 44

First Use: April 21, 2021

Filed: December 15, 2020

Registered: January 11, 2022

Int’l Class: 44

(Int’l Class: 44)

Medical diagnostic testing services relating to the detection of cancer; predictive medical analysis services relating to the selection of treatments for cancer; medical

diagnostic screening and analysis for the treatment of persons; medical diagnostic testing

Cnside Diagnostics, LLC (Delaware Limited Liability Company)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

through isolation and extraction of cells for analysis; medical diagnostic testing and medical analysis services related to the treatment of

patients in the oncology field

10.

RESPECT

RN: 7316565

SN: 90054951

United States (Federal)

Registered, February 27, 2024

Office Status: Registered

Int’l Class: 44

First Use: July 28, 2020

Filed: July 15, 2020

Registered: February 27, 2024

Int’l Class: 44

(Int’l Class: 44)

medical information; providing medical information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic

products

Plus Therapeutics, Inc. (Delaware Corporation)

4200 Marathon Blvd., Suite 200, AUSTIN, Texas 78756 United States of America

11.

RESPECT and Design

RN: 7316566

SN: 90054967

United States (Federal)

Registered, February 27, 2024

Office Status: Registered

Int’l Class: 44

First Use: July 28, 2020

Filed: July 15, 2020

Registered: February 27, 2024

Int’l Class: 44

(Int’l Class: 44)

medical information; providing medical information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic

products

Plus Therapeutics, Inc. (Delaware Corporation)

4200 Marathon Blvd., Suite 200, AUSTIN, Texas 78756 United States of America

12.

PLUS THERAPEUTICS

RN: 7795597

SN: 88470736

United States (Federal)

Registered, May 13, 2025

Office Status: Registered

Int’l Class: 42

First Use: May 6, 2022

Filed: June 12, 2019

Registered: May 13, 2025

Int’l Class: 42

(Int’l Class: 42)

Providing medical and scientific information in the field of cancer,

autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, diseases and disorders of the central nervous system,

oncological diseases and disorders, and ophthalmological diseases and disorders

Plus Therapeutics, Inc. (Delaware Corporation)

4200 Marathon Blvd., Suite 200, AUSTIN, Texas 78756 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

13.

PLUS THERAPEUTICS and Design

RN: 7795598

SN: 88470755

United States (Federal)

Registered, May 13, 2025

Office Status: Registered

Int’l Class: 42

First Use: May 6, 2022

Filed: June 12, 2019

Registered: May 13, 2025

Int’l Class: 42

(Int’l Class: 42)

Providing medical and scientific information in the field of cancer, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, diseases

and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders

Plus Therapeutics, Inc. (Delaware Corporation)

4200 Marathon Blvd., Suite 200, AUSTIN, Texas 78756 United States of America

14.

BIOCEPT LABORATORIES

RN: 3159956

SN: 78412723

United States (Federal)

Renewed, December 31, 2016

Office Status: Registered and Renewed

Int’l Class: 09,42

First Use: October 3, 2005

Filed: May 4, 2004

Registered: October 17, 2006

Last Renewal:

October 17, 2016

Int’l Class: 09, 42

(Int’l Class: 09)

[Scientific equipment, namely, microtiters, multi-well plates, biosensors, microarrays, biochips, and apparatus for bioassay analysis, optical readers, scanners and detectors

used in the screening and analysis of biological samples for scientific, medical and clinical research use]

(Int’l Class: 42)

[Clinical and medical diagnostic science services in the field of scientific

Plus Therapeutics, Inc. (Delaware Corporation)

2710 Reed Rd, Suite 160, Houston, Texas 77051 United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

equipment, namely, microtiters, multi-well plates, biosensors, microarrays, biochips, and apparatus for bioassay analysis, optical readers, scanners and detectors used in the screening and analysis of biological samples; and]

diagnostic screening in the field of drug research and development

15.

CNSIDE and Design

AN: 2427258

Canada

Filed

Pending Application

Last Status Received: Pending Application, May 26, 2026

Office Status: Searched

Filed: September 26, 2025

Int’l Class: 01, 05, 10, 42, 44

(Int’l Class: 01)

Goods: Diagnostic assays and reagents for clinical or medical laboratory use

(Int’l Class: 05)

Goods: Medical diagnostic kits comprised of assays

and reagents for the detection of cancer

(Int’l Class: 10)

Goods: Medical diagnostic apparatus for testing bodily fluids

(Int’l Class: 42)

Services: Diagnostic testing for research and development, clinical trials, and

clinical laboratory services

(Int’l Class: 44)

Services: Medical diagnostic testing services relating to the detection of cancer; predictive medical analysis services relating to the selection of treatments for cancer; medical

diagnostic screening and analysis for the treatment of persons; medical diagnostic testing through isolation and extraction of cells for analysis; medical diagnostic testing and medical analysis services related to the treatment of patients in the

field of oncology

CNSide Diagnostics, LLC 2710 Reed Rd, Suite 160 Houston, TX 77051, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

16.

PLUS THERAPEUTICS

RN: TMA1183525

AN: 2021586

Canada

Registered

Last Status Received: Registered, June 7, 2023

Office Status: Registered

Filed: December 11, 2019

Registered: June 7, 2023

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Goods: Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations,

nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances for the prevention and treatment of cancer, diabetes, infectious diseases, namely, respiratory infections, eye infections, topical infections, autoimmune diseases and

disorders, orthopedic diseases and disorders, namely, arthritis, osteoarthritis, bursitis, carpal tunnel syndrome, bone fractures, ligament Injuries, torn meniscus, osteoporosis and scoliosis and chronic back and shoulder pain, blood diseases and

disorders, fungal skin infections, diseases and disorders of the central nervous system, namely, brain diseases, central nervous system movement disorders, ocular motility disorders, spinal cord diseases, encephalitis, epilepsy, Alzheimer’s,

cerebral palsy, Parkinson’s disease, oncological diseases and disorders, and ophthalmological diseases and

PLUS THERAPEUTICS, INC. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

disorders; diagnostic chemical reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle

powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle powders being drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes.

(Int’l Class: 40)

Services:

Providing technical information in the field of custom pharmaceutical manufacturing, namely, providing information relating to the chemical, molecular and biomolecular composition and structure of pharmaceuticals; custom manufacture of

pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of

liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of

a wide variety of diseases;

custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases.

(Int’l Class: 42)

Services: Drug discovery

services; pharmaceutical research and development; research and development of nanomedicinal pharmaceuticals; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the

field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and

disorders, and ophthalmological diseases and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical

applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the fields of drug discovery,

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

nanomedicinal pharmaceuticals, nutraceuticals and pharmaceuticals via a website.

(Int’l Class: 44)

Services: Medical services, namely, administration of nanomedicinal medications; medical services, namely, medical

consultancy relating to nanomedicinal products.

17.

PLUS THERAPEUTICS + P and Design

RN: TMA1183528

AN: 2022735

Canada

Registered

Last Status Received: Registered, June 7, 2023

Office Status: Registered

Filed: December 11, 2019

Registered: June 7, 2023

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Goods: Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations,

disorders, fungal skin infections, diseases and disorders of the central nervous system, namely, brain diseases, central nervous system movement

PLUS THERAPEUTICS, INC. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

disorders,ocular motility disorders, spinal cord diseases, encephalitis, epilepsy, Alzheimer’s, cerebral palsy, Parkinson’s disease, oncological diseases and disorders, and ophthalmological diseases and disorders;

diagnostic chemical reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle powders being drug delivery

agents to facilitate delivery of genetic material and vaccines for medical purposes.

(Int’l Class: 40)

Services: Providing technical information in the field of custom pharmaceutical manufacturing, namely, providing information

relating to the chemical, molecular and biomolecular composition and structure of pharmaceuticals; custom manufacture of pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory,

intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of

liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases.

(Int’l Class: 42)

Services: Drug discovery services; pharmaceutical research

and development; research and development of nanomedicinal pharmaceuticals; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious

diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases

and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical applied

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for

treatment of a wide variety of diseases; providing medical and scientific information in the fields of drug discovery, nanomedicinal pharmaceuticals, nutraceuticals and pharmaceuticals via a website.

(Int’l Class: 44)

Services: Medical

services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

18.

RESPECT

RN: TMA1191597

AN: 2090977

Canada

Registered

Last Status Received: Registered, July 26, 2023

Office Status: Registered

Filed: January 13, 2021

Registered: July 26, 2023

Expiration Date: January 13, 2031

Int’l Class: 44

(Int’l Class: 44)

Services: Providing medical information in the fields of drug discovery, nano-medicinal pharmaceuticals, nutraceuticals and pharmaceuticals via a website; providing medical

information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic products.

Plus Therapeutics, Inc. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

19.

RE SPECT and Design

RN: TMA1191587

AN: 2085644

Canada

Registered

Last Status Received: Registered, July 26, 2023

Office Status: Registered

Filed: January 13, 2021

Registered: July 26, 2023

Expiration Date: January 13, 2031

Int’l Class: 44

(Int’l Class: 44)

Services: Providing medical information in the fields of drug discovery, nano-medicinal pharmaceuticals, nutraceuticals and pharmaceuticals via a website; providing medical

information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic products.

PLUS THERAPEUTICS, INC. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

20.

PLUS THERAPEUTICS

RN: 2288012

AN: M2370187

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 18, 2021

Expiration Date: December 11, 2029

Int’l Class: 42

(Translation)

(Int’l Class: 42)

drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; Scientific and medical research and

development for nutraceutical products, pharmaceuticals, pharmaceutical substances and preparations in the fields of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, diseases and disorders

of blood, mycoses, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; Scientific research and development of pharmaceutical products in the form of aggregations of

liposomes for topical, subcutaneous, intravenous, intratumoral, intratracheal,

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

intraperitoneal, intramuscular, inhalation and oral application that provide a programmed release of encapsulated pharmaceutical products, for the treatment of a wide range of diseases; provision of medical and scientific

information in the aforementioned fields.

21.

PLUS THERAPEUTICS

RN: 2287195

AN: M2371301

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 17, 2021

Expiration Date: December 11, 2029

Int’l Class: 40

(Translation)

(Int’l Class: 40)

provision of technical information in the field of the pharmaceutical industry; custom manufacturing of pharmaceutical products; provision of information on

custom manufacturing of pharmaceuticals in the form of liposome aggregations for oral, inhalation, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous and topical application that provide controlled release of

encapsulated pharmaceuticals according to order or the specification of third parties, for the treatment of a wide range of diseases; custom manufacturing of pharmaceutical products in the form of liposome aggregations for oral, inhalation,

intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous and topical application that provide a controlled release of

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

encapsulated pharmaceutical products according to the order or the specification of third parties , for the treatment of a wide range of diseases.

22.

PLUS THERAPEUTICS

RN: 2287194

AN: M2371300

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 17, 2021

Expiration Date: December 11, 2029

Int’l Class: 05

(Translation)

(Int’l Class: 05)

Nanomedicinal products for medical use, namely, organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

pharmaceuticals, pharmaceutical preparations and substances for the prevention and treatment of cancer, diabetes, infectious diseases, diseases and disorders autoimmune, orthopedic diseases and disorders, blood disorders and diseases, mycosis,

central nervous system diseases and disorders, oncological diseases and disorders, as well as ophthalmological diseases and disorders; chemical preparations and reagents intended for pharmaceutical, medical and clinical use; drug delivery agents in

the form of nanoparticle powders to facilitate the administration of pharmaceutical preparations; liposomal nanoparticle powders as drug delivery agents to facilitate the administration of genetic material and vaccines for medical purposes; all the

aforementioned products intended for human or animal use.

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

23.

PLUS THERAPEUTICS

RN: 2287197

AN: M2371303

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 17, 2021

Expiration Date: December 11, 2029

Int’l Class: 44

(Translation)

(Int’l Class: 44)

medical services, namely administration of nanomedicinal drugs; medical services, namely, medical consultancy on nanomedicinal products.

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

24.

PLUS THERAPEUTICS

RN: 2288011

AN: M2370185

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 18, 2021

Expiration Date: December 11, 2029

Int’l Class: 05

(Translation)

(Int’l Class: 05)

nanomedicinal products for medical use, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceutical

products, pharmaceutical products, pharmaceutical substances and preparations for the prevention and treatment of cancer, diabetes, infectious diseases, diseases and disorders autoimmune, orthopedic diseases and disorders, blood diseases and

disorders, mycoses, central nervous system diseases and disorders, oncological diseases and disorders, and ophthalmic diseases and disorders; chemical preparations and reagents for pharmaceutical, medical and

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

clinical use; drug delivery agents in the form of nanoparticles in powder form to facilitate the administration of pharmaceutical preparations; powdered nanoparticles of liposomes as drug delivery agents to facilitate the

distribution of vaccines and genetic material for medical use; all the aforementioned products for human or animal use.

25.

PLUS THERAPEUTICS

RN: 2288013

AN: M2370188

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 18, 2021

Expiration Date: December 11, 2029

Int’l Class: 44

(Translation)

(Int’l Class: 44)

medical services, namely administration of nanomedicinal drugs; medical services, namely, medical consultancy on nanomedicinal products.

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

26.

PLUS THERAPEUTICS

RN: 2287196

AN: M2371302

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: August 17, 2021

Expiration Date: December 11, 2029

Int’l Class: 42

(Translation)

(Int’l Class: 42)

drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; Scientific and medical research and

development for nutraceuticals, pharmaceuticals, preparations and pharmaceutical substances

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood disorders and diseases, mycoses, diseases and disorders of the central nervous system, oncological

diseases and disorders, as well as ophthalmological diseases and disorders; scientific research and development of pharmaceutical products in the form of liposome aggregations for oral, inhalation, intramuscular, intraperitoneal, intratracheal,

intratumoral, intravenous, subcutaneous and topical application that provide a controlled release of encapsulated pharmaceuticals for the treatment of a wide range of diseases ; provision of medical and scientific information in the aforementioned

fields.

27.

PLUS THERAPEUTICS

RN: 2369781

AN: M2370186

Mexico

Registered

Last Status Received: Registered

Filed: December 11, 2019

Registered: March 14, 2022

Expiration Date: December 11, 2029

Int’l Class: 40

(Translation)

(Int’l Class: 40)

provision of technical information in the field of the pharmaceutical industry; custom manufacturing of pharmaceutical products; provision of information on

custom manufacturing of pharmaceuticals in the form of liposome aggregations for topical, subcutaneous, intravenous, intratumoral,

PLUS THERAPEUTICS, INC. 4200 MARATHON BLVD., SUITE 200, 78756, AUSTIN TX, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

intratracheal, intraperitoneal, intramuscular, inhalation and oral application that provide timed release of encapsulated pharmaceuticals according to order or the specification of third parties, for the treatment of a wide range of

diseases; custom manufacturing of pharmaceutical products in the form of topical, subcutaneous, intravenous, intratumoral, intratracheal, intraperitoneal, intramuscular, inhalational and oral application liposome aggregations that provide timed

release of encapsulated pharmaceuticals according to order or third party specification , for the treatment of a wide range of diseases.

28.

CEE-SURE

RN: 1609009

International

Registered

Last Status Received: Registered, June 16, 2022

Registered: July 6, 2021

Expiration Date: July 6, 2031

Int’l Class: 10

(Int’l Class: 10)

Blood testing apparatus, namely, blood collection tubes.

Plus Therapeutics, Inc. (Corporation Delaware (United States of America)) 2710 Reed Rd, Suite 160 Houston TX 77051, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

29.

PLUS THERAPEUTICS

RN: 1524663

International

Registered

Last Status Received: Registered, July 4, 2023

Registered: December 11, 2019

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

pharmaceuticals, pharmaceutical preparations and substances for the prevention and treatment of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal

infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; chemical preparations and reagents for pharmaceutical, medical, and clinical purposes; drug delivery

agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle powders being drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes; all of

the aforementioned for human or animal use. (Int’l Class: 40) Providing technical information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of

pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes

PLUS THERAPEUTICS, INC. (Corporation Delaware) 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory,

of a wide variety of diseases. (Int’l Class: 42) Drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; scientific and medical research and development for nutraceuticals,

pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and

disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal,

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and

scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

30.

PLUS THERAPEUTICS and Design

RN: 1525871

International

Registered

Last Status Received: Registered, July 4, 2023

Registered: December 11, 2019

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; chemical

PLUS THERAPEUTICS, INC. (Corporation Delaware) 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

preparations and reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle powders being

drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes; all of the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical information in the field of pharmaceutical

manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and

topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of

oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

made to the order or specification of others, for treatment of a wide variety of diseases. (Int’l Class: 42)

Drug discovery services; pharmaceutical research and development; research and development of nanomedicinal

products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases

and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research and development for

pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for

treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical services, namely,

medical consultancy relating to nanomedicinal products.

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

31.

RESPECT

RN: 1579951

International

Registered

Last Status Received: Registered, July 26, 2023

Registered: January 13, 2021

Expiration Date: January 13, 2031

Int’l Class: 44

(Int’l Class: 44)

Medical information; providing medical information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic

products.

Plus Therapeutics, Inc. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

32.

ReSPECT and Design

RN: 1576154

International

Registered

Last Status Received: Registered, July 26, 2023

Registered: January 13, 2021

Expiration Date: January 13, 2031

Int’l Class: 44

(Int’l Class: 44)

Medical information; providing medical information relating to oncology; providing medical information from a website relating to clinical trials of radiotherapeutic

products.

PLUS THERAPEUTICS, INC. 4200 Marathon Blvd., Suite 200 Austin TX 78756, United States of America

33.

plus therapeutics

AN:

2020/39820

Turkey

Published

Last Status Received: Published

Filed: December 11, 2019

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

pharmaceuticals, pharmaceutical preparations and substances for the prevention and treatment of

PLUS THERAPEUTICS, INC. 12526 HIGH BLUFF DRIVE, SUITE 300 SAN DIEGO CA 92130, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases

and disorders, and ophthalmological diseases and disorders; chemical preparations and reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of

pharmaceutical preparations; liposomal nanoparticle powders being drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes; all of the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular,

intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied

aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases.

(Int’l Class: 42)

Drug discovery services; pharmaceutical

research and development; research and development of nanomedicinal products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes,

infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and

ophthalmological diseases and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous,

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

34.

plus therapeutics

RN: 2020 41833

AN: 2020/41833

Turkey

Registered

Last Status Received: Registered

Filed: December 10, 2019

Registered: May 24, 2023

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

PLUS THERAPEUTICS, INC. 12526 HIGH BLUFF DRIVE, SUITE 300 SAN DIEGO CA 92130, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle powders being drug delivery agents to facilitate delivery of genetic

material and vaccines for medical purposes; all of the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals;

providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing

time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing

time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases.

(Int’l Class: 42)

Drug discovery services; pharmaceutical research and development; research and

development of nanomedicinal products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious diseases, autoimmune diseases and

disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research

and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated

pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical

services, namely, medical consultancy relating to nanomedicinal products.

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

35.

PLUS THERAPEUTICS and Design

AN: UK00003685759

United Kingdom

United Kingdom Registered

Last Status Received: Registered, December 31, 2021 Filed: August 24, 2021

Registered: December 31, 2021 Expiration Date: August 24, 2031

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical

PLUS THERAPEUTICS, INC. (Company or Organisation Delaware) 4200 Marathon Blvd., Suite 200, 78756, Austin, Texas, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal,

intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases;

custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated

pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases.

(Int’l Class: 42)

Drug discovery services; pharmaceutical research and development; research and development of nanomedicinal

products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical

services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

36.

PLUS THERAPEUTICS

RN: 2080576

AN: 2080576

Australia

Registered

Last Status Received: Registered

Office Status: Protected: Registered/protected

Filed: December 11, 2019

Registered: December 11, 2019

Int’l Reg Date: December 11,

2019

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of

pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing

PLUS THERAPEUTICS, INC. United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular,

variety of diseases.

(Int’l Class: 42)

Drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; scientific and medical research and development for nutraceuticals,

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time- release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and

scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

37.

PLUS THERAPEUTICS and Design

RN: 2081900

AN: 2081900

Australia

Registered

Last Status Received: Registered

Office Status: Protected: Registered/protected

Filed: December 11, 2019

Registered: December 11, 2019

Int’l Reg Date: December 11,

2019

Expiration Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

Nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and

PLUS THERAPEUTICS, INC. United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

disorders; chemical preparations and reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal

nanoparticle powders being drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes; all of the aforementioned for human or animal use.

(Int’l Class: 40)

Providing technical information in the

field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral,

intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal,

(Int’l Class: 42)

Drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical

preparations and substances in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous

system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral

intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields.

(Int’l Class: 44)

Medical services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal products.

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

38.

PLUS THERAPEUTICS and Design

AN: 4504865

India

Filed

Last Status Received: Filed

Filed: December 11, 2019

Expiration

Date: December 11, 2029

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

nanomedicinal products for medical purposes, namely organic and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals,

the

PLUS THERAPEUTICS, INC ; Body Incorporate 12526 HIGH BLUFF DRIVE, SUITE 300 SAN DIEGO CA 92130 United States of America, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

aforementioned for human or animal use

(Int’l Class: 40)

providing technical information in the field of pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom

manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated

pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases; custom manufacturing of pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral,

intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals made to the order or specification of others, for treatment of a wide variety of diseases

(Int’l Class: 42)

drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; scientific and medical research and development for

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic diseases and disorders, blood diseases and disorders,

fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research and development for pharmaceuticals in the nature of oral, inhalatory,

intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated pharmaceuticals, for treatment of a wide variety of diseases; providing

medical and scientific information in the aforementioned fields

(Int’l Class: 44)

medical services, namely, administration of nanomedicinal medications; medical services, namely, medical consultancy relating to nanomedicinal

products

39.

PLUS THERAPEUTICS and Design

India

Filed

Last Status Received: Filed

Int’l Class: 05, 40, 42, 44

(Int’l Class: 05)

nanomedicinal products for medical purposes, namely organic

PLUS THERAPEUTICS, INC ; Body Incorporate 12526 HIGH BLUFF DRIVE, SUITE 300 SAN DIEGO

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

AN: 4506737

Filed: December 11, 2019

Expiration Date: December 11, 2029

and inorganic pharmaceutical preparations, nanoparticle pharmaceutical preparations, nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances for the prevention and treatment of cancer, diabetes, infectious

and disorders; chemical preparations and reagents for pharmaceutical, medical, and clinical purposes; drug delivery agents in the form of nanoparticle powders that facilitate the delivery of pharmaceutical preparations; liposomal nanoparticle

powders being drug delivery agents to facilitate delivery of genetic material and vaccines for medical purposes; all of the aforementioned for human or animal use

(Int’l Class: 40)

providing technical information in the field of

pharmaceutical manufacturing; custom manufacture of pharmaceuticals; providing information about custom manufacturing of

CA 92130 United States of America, United States of America

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral, intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated

(Int’l Class: 42)

drug discovery services; pharmaceutical research and development; research and development of nanomedicinal products; scientific and medical research and development for nutraceuticals, pharmaceuticals, pharmaceutical preparations and substances

in the field of cancer, diabetes, infectious diseases, autoimmune diseases and disorders, orthopedic

Trademark

Jurisdiction

Status/Key Dates

Goods/Services

Record Owner Information

diseases and disorders, blood diseases and disorders, fungal infections, diseases and disorders of the central nervous system, oncological diseases and disorders, and ophthalmological diseases and disorders; scientific research and

development for pharmaceuticals in the nature of oral, inhalatory, intramuscular, intraperitoneal, intratracheal, intratumoral intravenous, subcutaneous, and topical applied aggregations of liposomes providing time-release of encapsulated

pharmaceuticals, for treatment of a wide variety of diseases; providing medical and scientific information in the aforementioned fields

(Int’l Class: 44)

medical services, namely, administration of nanomedicinal medications; medical

services, namely, medical consultancy relating to nanomedicinal products

Copyrights

None.

Licenses

•

Patent and Know-How License Agreement, dated March 29, 2020, by and

between Cerenome, Inc. (formerly Plus Therapeutics, Inc.) and NanoTx, Corp.

•

Patent & Technology License Agreement, dated December 31, 2021, by and between Plus Therapeutics,

Inc. and the University of Texas Health Science Center at San Antonio

Trade Names

None.

SCHEDULE III

Locations

Grantor’s Name

Chief Executive

Office

Chief Place of

Business

Books and Records

Inventory,

Equipment, Etc.

Cerenome, Inc.

6420 Levit Green Blvd,

Suite 210

Houston, TX 77021

6420 Levit Green Blvd,

Suite 210

Houston, TX 77021

6420 Levit Green Blvd,

Suite 210

Houston, TX 77021

145 Ednam Drive, Charlottesville, VA 22903 -4625

CNSide Diagnostics, LLC

6420 Levit Green Blvd, Suite 210

Houston, TX

77021

6420 Levit Green Blvd,

Suite 210

Houston, TX 77021

6420 Levit Green Blvd,

Suite 210

Houston, TX 77021

2710 Reed Rd Ste 160, Houston, TX 77051

SCHEDULE IV

Promissory Notes, Securities, Deposit Accounts,

Securities Accounts and Commodities Accounts

Securities / Pledged Entity

Grantor

Name of Issuer /

Pledged Entity

No.

Shares/Interest

Issued and

Outstanding

Class

Certificate

No.(s)

Cerenome, Inc.

CNSide Diagnostics, LLC

1,000 units

N/A

Deposit Accounts, Securities Accounts and Commodities Accounts

Grantor

Name and Address of

Institution

Purpose of the

Account

Account No.

Cerenome, Inc.

Wells Fargo

Operating

4496809864

Cerenome, Inc.

Wells Fargo

Money Market / P-Card

4121093132

Cerenome, Inc.

Pershing Advisor Solutions

Non-Purpose Loan Collateral

3ZT-047968

Cerenome, Inc.

Pershing Advisor Solutions

Investment

EQ6-023657

CNSide Diagnostics, LLC

Wells Fargo

Operating

4543776496

Foreign Currency Controlled Accounts

None.

Pledged Equity

Holder

Ownership

Certificate No.

CNSide Diagnostics, LLC

Cerenome, Inc.

100%

N/A

Pledged Debt

None.

SCHEDULE V

Financing Statements

Grantor

Jurisdiction for Filing Financing Statement

Cerenome, Inc.

Delaware

CNSide Diagnostics, LLC

Delaware

SCHEDULE VI

Commercial Tort Claims

None.

SCHEDULE VII

Permitted Liens

Debtor

Secured

Party

Filing

Office

Filing

Number

Filing Date

Collateral Description

Cerenome,

Inc. f/k/a

Plus

Therapeutics, Inc.

DE Lage

Landen

Financial

Services, Inc.

Delaware Secretary

of State

2025

9783041

December

22, 2025

All equipment of any make or manufacture financed by or leased to Debtor by Secured Party under Contract Number 500-50817877, together with all components, additions, upgrades,

attachments, accessions, substitutions, replacements and proceeds of the foregoing.

SCHEDULE VIII

Post-Closing Matters

1. Insurance Endorsements. No later than twenty (20) days after the Initial Closing Date, the Grantors shall deliver to the

Collateral Agent insurance endorsements naming the Collateral Agent as additional insured and/or loss payable, as applicable, in form and substance reasonably satisfactory to the Collateral Agent, in accordance with Section 6(e) of the Security

Agreement.

2. Controlled Account Agreements. No later than thirty (30) days after the Initial Closing Date, each Grantor

shall cause each Controlled Account Bank to execute and deliver to the Collateral Agent a Controlled Account Agreement with respect to each Controlled Account, in form and substance satisfactory to the Collateral Agent, in accordance with

Section 6(i)(A) of the Security Agreement.

3. Assignments and Name Change Notices to be Recorded.

(a)

No later than thirty (30) days after the Initial Closing Date, Company shall file a name change notice

with the applicable Intellectual Property offices (USPTO in the US) with respect to the following patents updating the record owner name from Plus Therapeutics, Inc. to Cerenome, Inc., in form and substance reasonably satisfactory to the Collateral

Agent:

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20260709

AU20230212044

20230125

PLUS THERAPEUTICS INC

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20260723

AU20260205150

20260630

PLUS THERAPEUTICS INC

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20241105

BR202411015200

20230125

PLUS THERAPEUTICS INC

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20250130

ID2024P0008220

20230125

PLUS THERAPEUTICS INC

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20250410

JP20240566187T

20230125

PLUS THERAPEUTICS INC

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

AU2010229924

20160721

AU20100229924

20100324

PLUS THERAPEUTICS INC

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

AU2016222325

20170914

AU20160222325

20160830

PLUS THERAPEUTICS INC

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

CA2756493

20190702

CA20102756493

20100324

PLUS THERAPEUTICS INC

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

Pending

20151224

DE602010029018

20100324

PLUS THERAPEUTICS INC

10.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

Pending

20180104

DE602010047113

20100324

PLUS THERAPEUTICS INC

11.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

ES2557914

20160129

ES20100756790T

20100324

PLUS THERAPEUTICS INC

12.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

HK1222901

20180622

HK20160110945

20160915

PLUS THERAPEUTICS INC

13.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

JP5923035

20160524

JP20120502208T

20100324

PLUS THERAPEUTICS INC

14.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

JP6081434

20170215

JP20140237778

20141125

PLUS THERAPEUTICS INC

15.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

JP6463668

20190206

JP20150251296

20151224

PLUS THERAPEUTICS INC

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

16.

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

JP6771010

20201021

JP20180204145

20181030

PLUS THERAPEUTICS INC

17.

MONITORING AND TREATMENT OF LEPTOMENINGEAL METASTASES

WO26112005

20260528

WO2025US55763

20251117

PLUS THERAPEUTICS INC

18.

BIODEGRADABLE ALGINATE MICROSPHERES

CA3277661

20240627

CA20233277661

20231220

PLUS THERAPEUTICS INC

19.

BIODEGRADABLE ALGINATE MICROSPHERES

Pending

20251029

EP20230908404

20231220

PLUS THERAPEUTICS INC

20.

BIODEGRADABLE ALGINATE MICROSPHERES

Pending

20260123

HK20256116591

20251216

PLUS THERAPEUTICS INC

21.

BIODEGRADABLE ALGINATE MICROSPHERES

Pending

20260121

JP20250536287T

20231220

PLUS THERAPEUTICS INC

22.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20250320

AU20210381376

20211118

PLUS THERAPEUTICS INC

23.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

BR112023009541

20230725

BR202311009541

20211118

PLUS THERAPEUTICS INC

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

24.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20231115

ID2023P0005319

20211118

PLUS THERAPEUTICS INC

25.

DETECTION OR ISOLATION OF TARGET MOLECULES USING A MICROCHANNEL APPARATUS

CA2658336

20180227

CA20072658336

20070718

PLUS THERAPEUTICS INC

26.

DETECTION OR ISOLATION OF TARGET MOLECULES USING A MICROCHANNEL APPARATUS

HK1135725

20150710

HK20100102459

20100309

PLUS THERAPEUTICS INC

27.

PATHOGEN INACTIVATING AND NUCLEIC ACID STABILIZATION MEDIA FOR MICROORGANISM COLLECTION AND TRANSPORT

EP4244236 (AL AT BE BG CH CY CZ DE DK EE ES FI FR GB GR HR HU IE IS IT LI LT LU LV MC MK MT NL NO PL PT RO RS SE SI SK SM TR)

20230920

EP20210892820

20211111

PLUS THERAPEUTICS INC

28.

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

CA2812291

20200616

CA20112812291

20110922

PLUS THERAPEUTICS INC

Title

Patent

Number

Publication Date

Application

Number

Application Date

Record Owner

29.

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

DE602011061142

20190829

DE201160061142T

20110922

PLUS THERAPEUTICS INC

30.

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

HK1188285

20200911

HK20140101003

20140129

PLUS THERAPEUTICS INC

31.

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

JP6234817

20171122

JP20130530331T

20110922

PLUS THERAPEUTICS INC

(b)

No later than thirty (30) days after the Initial Closing Date, Company shall file a name change notice

with the applicable Intellectual Property offices (USPTO in the US) with respect to the following trademarks updating the record owner name from Plus Therapeutics, Inc. to Cerenome, Inc., in form and substance reasonably satisfactory to the

Collateral Agent:

Trademark

Jurisdiction

Status

Record Owner Information

PLUS THERAPEUTICS

RN: TMA1183525

AN: 2021586

Canada

Registered

PLUS THERAPEUTICS, INC

PLUS THERAPEUTICS + P and Design

RN:

TMA1183528

AN: 2022735

Canada

Registered

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

RESPECT

RN: TMA1191597

AN: 2090977

Canada

Registered

PLUS THERAPEUTICS, INC

RE SPECT and Design

RN: TMA1191587

AN: 2085644

Canada

Registered

PLUS THERAPEUTICS, INC

PLUS THERAPEUTICS

RN: 2288012

AN: M2370187

Mexico

Registered

PLUS THERAPEUTICS, INC

PLUS THERAPEUTICS

RN: 2287195

AN: M2371301

Mexico

Registered

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

PLUS THERAPEUTICS

RN: 2287194 AN: M2371300

Mexico

Registered

PLUS THERAPEUTICS, INC

PLUS THERAPEUTICS

RN: 2287197 AN: M2371303

Mexico

Registered

PLUS THERAPEUTICS, INC

PLUS THERAPEUTICS

RN: 2288011

AN: M2370185

Mexico

Registered

PLUS THERAPEUTICS, INC

10.

PLUS THERAPEUTICS

RN: 2288013

AN: M2370188

Mexico

Registered

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

11.

PLUS THERAPEUTICS

RN: 2287196

AN: M2371302

Mexico

Registered

PLUS THERAPEUTICS, INC

12.

PLUS THERAPEUTICS

RN: 2369781

AN: M2370186

Mexico

Registered

PLUS THERAPEUTICS, INC

13.

CEE-SURE

RN: 1609009

International

Registered

PLUS THERAPEUTICS, INC

14.

PLUS THERAPEUTICS

RN: 1524663

International

Registered

PLUS THERAPEUTICS, INC

15.

PLUS THERAPEUTICS and Design

RN: 1525871

International

Registered

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

16.

RESPECT

RN: 1579951

International

Registered

PLUS THERAPEUTICS, INC

17.

ReSPECT and Design

RN: 1576154

International

Registered

PLUS THERAPEUTICS, INC

18.

plus therapeutics

AN: 2020/39820

Turkey

Pending Application

PLUS THERAPEUTICS, INC

19.

plus therapeutics

RN: 2020 41833

AN: 2020/41833

Turkey

Registered

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

20.

PLUS THERAPEUTICS and Design

AN: UK00003685759

United Kingdom

Registered

PLUS THERAPEUTICS, INC

21.

PLUS THERAPEUTICS

RN: 2080576

AN: 2080576

Australia

Registered

PLUS THERAPEUTICS, INC

22.

PLUS THERAPEUTICS and Design

RN: 2081900

AN: 2081900

Australia

Registered

PLUS THERAPEUTICS, INC

23.

PLUS THERAPEUTICS and Design

AN: 4504865

India

Pending Application

PLUS THERAPEUTICS, INC

Trademark

Jurisdiction

Status

Record Owner Information

24.

PLUS THERAPEUTICS and Design

AN: 4506737

India

Pending Application

PLUS THERAPEUTICS, INC

(c)

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable

assignment document(s) with the applicable Intellectual Property offices (PTO in the US) with respect to the following patents reflecting the assignment of such patents from Biocept, Inc. to Cerenome, Inc., in form and substance reasonably

satisfactory to the Collateral Agent:

Title

Patent Number

Publication Date

Application Number

Application Date

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

CN102414562

20190507

CN201080019566

20100324

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

EP2411808 (GB, DE, IT, FR, ES)

20151111

EP20100756790

20100324

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

EP2995953 (GB, DE, IT, FR)

20171129

EP20150188374

20100324

Title

Patent Number

Publication Date

Application Number

Application Date

DEVICES AND METHODS OF CELL CAPTURE AND ANALYSIS

US96714071

20170606

US20140223980

20140324

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

EP2619588 (DE,

IT, GB, FR, CH)

20190807

EP20110827572

20110922

(d)

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable

assignment document(s) with the applicable Intellectual Property offices (USPTO in the US) with respect to the following patents reflecting the assignment of such patents from Additive Therapy Co. to Cerenome, Inc., in form and substance reasonably

satisfactory to the Collateral Agent:

Title

Patent Number

Publication Date

Application Number

Application Date

BIODEGRADABLE ALGINATE MICROSPHERES

Pending

20251125

CN202380093881

20231220

DETECTION OR ISOLATION OF TARGET MOLECULES USING A MICROCHANNEL APPARATUS

CN101535466

20140709

CN200780032530

20070718

METHODS AND REAGENTS FOR SIGNAL AMPLIFICATION

CN103229057

20160810

CN201180056340

20110922

Notice of name change from Cerenome, Inc. to Plus Therapeutics, Inc. has been received by the Collateral Agent.

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable assignment document(s) with the applicable Intellectual Property offices (USPTO in the US) with respect to this patent reflecting the assignment of

such patent from Biocept, Inc. to Cerenome, Inc., in form and substance reasonably satisfactory to the Collateral Agent.

(e)

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable

form and substance reasonably satisfactory to the Collateral Agent:

Title

Patent Number

Publication Date

Application Number

Application Date

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20231222

CN202180090926

20211118

(f)

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable

assignment document(s) with the applicable Intellectual Property offices (USPTO in the US) with respect to the following patents reflecting the assignment of such patents from Nanotx Corp. and Plus Therapeutics Inc. to Cerenome, Inc., in form and

substance reasonably satisfactory to the Collateral Agent:

Title

Patent Number

Publication Date

Application Number

Application Date

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20230803

CA20233243234

20230125

Title

Patent Number

Publication Date

Application Number

Application Date

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending (AL AT BE BG CH CY CZ DE DK EE ES FI FR GB GR HR HU IE IS IT LI LT LU LV MC ME MK MT NL NO PL PT RO RS SE SI SK SM TR)

20241204

EP20230747577

20230125

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20250822

HK20256109733

20250710

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20240901

IL20230314471

20230125

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20250107

KR20247028450

20230125

RADIOLABELED LIPOSOMES AND METHODS OF USE FOR TREATING LEPTOMENINGEAL METASTASES

Pending

20240923

MX20240009199

20230125

Title

Patent Number

Publication Date

Application Number

Application Date

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

CA3198991

20220527

CA20213198991

20211118

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20250723

EP20210895620

20211118

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20240510

HK20246089306

20240327

10.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20240816

HK20246093102

20240624

11.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20230701

IL20210302964

20211118

12.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20240423

JP20230553170T

20211118

13.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20231005

KR20237020403

20211118

14.

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20231019

MX20230005857

20230517

(g)

No later than thirty (30) days after the Initial Closing Date, Company shall file the applicable

assignment document(s) with the applicable Intellectual Property offices (USPTO in the US) with respect to the following patents reflecting the assignment of such patents from GAFA Therapeutics and Nanotech Solutions to Cerenome, Inc., in

form and substance reasonably satisfactory to the Collateral Agent:

Title

Patent Number

Publication Date

Application Number

Application Date

RADIOLABELED LIPOSOMES AND METHODS OF USE THEREOF

Pending

20250110

CN202380027947

20230125

EX-10.4

Filename: d382364dex104.htm · Sequence: 6

EX-10.4

Exhibit 10.4

ROYALTY AGREEMENT

dated as of September 10, 2026

by and among

CERENOME,

INC.,

CNSIDE DIAGNOSTICS, LLC,

as the Payor Parties

and

3i, LP,

as the Payee

Page

ARTICLE I. DEFINED TERMS AND RULES OF CONSTRUCTION

Section 1.1.

Defined Terms

Section 1.2.

Rules of Construction

ARTICLE II. ROYALTY AND GUARANTEE

Section 2.1.

Royalty Obligation

Section 2.2.

Consideration

Section 2.3.

Payment of Royalty Payments to the Payee

Section 2.4.

No Assumed Obligations

Section 2.5.

Excluded Assets

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE PAYOR PARTIES

Section 3.1.

Organization

Section 3.2.

No Conflicts

Section 3.3.

Authorization

Section 3.4.

Ownership

Section 3.5.

Governmental and Third-Party Authorizations

Section 3.6.

Compliance with Laws

Section 3.7.

Material Contracts

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PAYEE

Section 4.1.

Organization

Section 4.2.

No Conflicts

Section 4.3.

Authorization

ARTICLE V. COVENANTS

Section 5.1.

Books and Records; Notices

Section 5.2.

Public Announcement

Section 5.3.

Further Assurances

Section 5.4.

Inspections and Audits of CNSide

Section 5.5.

Tax Matters

Section 5.6.

Existence

Section 5.7.

Additional Sales; Liens

Section 5.8.

Change of Control; Covered Transaction

Section 5.9.

Material Contracts

ARTICLE VI. THE CLOSING

Section 6.1.

Closing

Section 6.2.

Closing Deliverables of the Payor Parties

Section 6.3.

Closing Deliverables of the Payee

ARTICLE VII. INDEMNIFICATION

Section 7.1.

Indemnification by

Section 7.2.

Indemnification by the Payee

Section 7.3.

Claims

Section 7.4.

Survival

Section 7.5.

Remedies

Section 7.6.

Limitations

ARTICLE VIII. CONFIDENTIALITY

Section 8.1.

Confidentiality

Section 8.2.

Permitted Disclosure

ARTICLE IX. TERMINATION

Section 9.1.

Termination of Agreement

ARTICLE X. MISCELLANEOUS

Section 10.1.

Specific Performance

Section 10.2.

Notices

Section 10.3.

Successors and Assigns

Section 10.4.

Independent Nature of Relationship

Section 10.5.

Entire Agreement

Section 10.6.

Governing Law

Section 10.7.

Waiver of Jury Trial

Section 10.8.

Severability

Section 10.9.

Counterparts

Section 10.10.

Amendments; No Waivers

Section 10.11.

No Third Party Rights

Section 10.12.

Table of Contents and Headings

Exhibits

Exhibit A:

Payee Accounts

ROYALTY AGREEMENT

This ROYALTY AGREEMENT (this “Agreement”), dated as of September 10, 2026, is by and among CNSide Diagnostics, LLC, a

Delaware limited liability company (“CNSide”), Cerenome, Inc., a Delaware corporation (the “Parent,” and together with CNSide, the “Payor Parties”), and 3i, LP, a Delaware limited partnership

(the “Payee”).

W I T N E S S E T H:

WHEREAS, CNSide holds certain assets and rights relating to the Covered Revenue (as defined herein);

WHEREAS, CNSide desires to pay to Payee the Royalty (as defined herein) on the terms and conditions set forth in this Agreement;

WHEREAS, CNSide is a direct subsidiary of the Parent; and

WHEREAS, it is a condition precedent to the Payee’s obligations to make available to the Parent the funds and other financial

accommodations under the Purchase Agreement (as defined herein) that the Parent shall guarantee the payment by CNSide when due of all Royalty Payments (as defined herein) all other obligations of CNSide to the Payee pursuant to this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties set forth herein and of other good

and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE

DEFINED TERMS AND RULES OF CONSTRUCTION

Section 1.1. Defined Terms. The following terms, as used herein, shall have the following respective meanings:

“Account Bank” means Pershing Advisor Solutions LLC, Wells Fargo Bank, or such other bank approved by the Payee and the

Parent.

“Account Control Agreement” means any agreement entered into by the Account Bank, CNSide and the Payee in form

and substance reasonably satisfactory to the Payee, pursuant to which, among other things, the Payee shall have control over the Collection Account within the meaning of Section 9-104 of the UCC.

“Affiliate” means, with respect to any designated Person, any other Person that, directly or indirectly, controls, is

controlled by or is under common control with such designated Person. For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the

management and policies of such Person, whether through the ownership of Equity Interests, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble.

“Applicable Law” means, with respect to any Person, all laws, rules, regulations and orders of Governmental Authorities

applicable to such Person, the conduct of its business, or any of its properties, products or assets.

“Bankruptcy

Event” means the occurrence of any of the following in respect of any Person: (a) an admission in writing by such Person of its inability to pay its debts as they become due or a general assignment by such Person for the benefit of

creditors; (b) the filing of any petition or answer by such Person seeking to adjudicate itself as bankrupt or insolvent, or seeking for itself any liquidation, winding-up, reorganization, arrangement,

adjustment, protection, relief or composition of such Person or its debts under any law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors

or other similar law now or hereafter in effect, or seeking, consenting to or acquiescing in the entry of an order for relief in any case under any such law, or the appointment of or taking possession by a receiver, trustee, custodian, liquidator,

examiner, assignee, sequestrator or other similar official for such Person or for any substantial part of its property; (c) corporate or other entity action taken by such Person to authorize any of the actions set forth in clause (a) or

(b) of this definition; or (d) without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement,

composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person, or, without the consent or

acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person, in each case where such petition or order shall remain

unstayed or shall not have been stayed or dismissed within 90 days from entry thereof.

“Business” means CNSide’s

business to develop and commercialize proprietary laboratory-developed tests, including the CNSide® cerebrospinal fluid assay platform, which is designed to identify, characterize and monitor

tumor cells in patients with central nervous system cancers.

“Business Day” means any day that is not a Saturday,

Sunday or other day on which commercial banks in New York City are authorized or required by Applicable Law to remain closed.

“CNSide Indemnified Party” has the meaning set forth in Section 7.2.

“Change of Control” means any (w) reorganization, recapitalization, consolidation or merger (or similar transaction or

series of related transactions) of CNSide or issuance, sale or exchange of shares (or similar transaction or series of related transactions) of CNSide in which the holders of the CNSide’s outstanding shares immediately before consummation of

such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than 50% of the voting power of the surviving entity of such transaction

or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether CNSide is the surviving entity, or (x) Disposition of all or

substantially all of the properties or assets of CNSide.

“Closing” has the meaning set forth in

Section 6.1.

“Closing 8-K” has the meaning set forth

in Section 5.2.

“Closing Date” has the meaning set forth in

Section 6.1.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the

regulations thereunder.

“Collection Account” means a segregated deposit account of CNSide established and maintained

at an Account Bank pursuant to an Account Control Agreement for the purpose of receiving remittances from the Lockbox Account.

“Confidential Information” has the meaning set forth in Section 8.1.

“Counterparty” means any counterparty to a Material Contract.

“Covered Revenue” has the meaning set forth in Section 2.1.

“Covered Transaction” means a sale, assignment, transfer, license or other disposition, in whole or in part, of any

material rights in or to the Covered Revenue,.

“Disclosing Party” has the meaning set forth in

Section 8.1.

“Disposition” or “Dispose” means, with respect to any

Person, directly or indirectly, the sale, assignment, conveyance, transfer, license, sublicense or other disposition (whether in a single transaction or a series of related transactions) (including by way of a sale and leaseback transaction) of

property or assets by any Person.

“Dollar” or the sign “$” means United States dollars.

“Equity Interests” means, with respect to any Person, all of the (i) shares of capital stock of (or other ownership or

profit interests in) such Person, (ii) warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, (iii) securities convertible

into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and (iv) other

ownership or profit interests in such Person (including partnership, member, membership or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any

date of determination.

“Excluded Liabilities and Obligations” has the meaning set forth in

Section 2.4.

“FDA” means the U.S. Food and Drug Administration and any successor agency

thereto.

“GAAP” means generally accepted accounting principles in effect in the

United States from time to time.

“Governmental Authority” means the government of the United States, any other nation

or any political subdivision thereof, whether state or local, and any agency, authority (including supranational authority), commission, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative,

judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the FDA and any other government authority in any country.

“Indebtedness” of any Person means (a) any obligation of such Person for borrowed money, (b) any obligation of

such Person evidenced by a bond, debenture, note or other similar instrument, (c) any obligation of such Person to pay the deferred purchase price of property or services (except (i) any accounts payable that arise in the ordinary course

of business that are not in dispute and are not 90 days or more past due, (ii) payroll liabilities and deferred compensation, and (iii) any purchase price adjustment, royalty, earnout, milestone payments, contingent payment or deferred

payment of a similar nature incurred in connection with any license, lease, contract research and clinic trial arrangements or acquisition), (d) any obligation of such Person as lessee under a capital lease (under GAAP as in effect on the date

hereof), (e) any obligation of such Person to purchase securities or other property that arises out of or in connection with the sale of the same or substantially similar securities or property, (f) any

non-contingent obligation of such Person to reimburse any other Person in respect of amounts paid under a letter of credit or other guaranty issued by such other Person, (g) any Indebtedness of others

secured by a Lien on any asset of such Person, and (h) any Indebtedness of others guaranteed by such Person; provided that intercompany loans among CNSide and its Affiliates shall not constitute Indebtedness.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, with respect to CNSide, (a) for the purposes of ARTICLE III, the actual knowledge, as of the date

of this Agreement, of Marc Hedrick or Andrew Sims, after due inquiry by each such person of each of her direct reports and (b) for the other purposes of this Agreement, the actual knowledge, as of a specified time, of Marc Hedrick or Andrew

Sims or any successor to any of such persons holding the same or substantially similar position at such time; provided, however, that for purposes of this clause (b), each such person shall be deemed to have actual knowledge of any fact or matter

such officer would reasonably be expected to discover in performing his or her duties and responsibilities, in such capacity, in the ordinary course of business.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien

(statutory or otherwise), charge against or interest in property or other priority or preferential arrangement of any kind or nature whatsoever, including any conditional sale or any sale with recourse, or any other restriction on transfer.

“Lockbox Account” means a segregated deposit account of CNSide established and maintained at an Account Bank pursuant to an

Account Control Agreement for the purpose of receiving Royalty Payments owed to the Payee.

“Loss” means any loss, liability, cost, expense (including reasonable

costs of investigation and defense and reasonable attorneys’ fees and expenses), charge, fine, penalty, obligation, judgment, award, assessment, claim or cause of action.

“Material Adverse Effect” means a material adverse effect on (a) the legality, validity or enforceability of this

Agreement or the Material Contracts, (b) the ability of CNSide to perform their obligations under this Agreement, (c) the rights or remedies of the Payee under this Agreement, (d) the right of the Payee to receive the Royalty

Payments, the timing, amount or duration of the Royalty Payments, or the right to receive royalty reports and other information (including audit information) on the terms set forth in this Agreement, or (e) the business of CNSide and its

subsidiaries, taken as a whole.

“Material Contract” means any license agreement, distribution agreement, supply

agreement, any agreement or arrangement, in each case between CNSide and a Third Party (other than Affiliates of CNSide) that is necessary or useful for the conduct of the Business by CNSide.

“Material Nonpublic Information” means any information that has not been disseminated to the general public, including,

without limitation, through public filing with a securities regulatory authority, issuance of a press release, disclosure of the information in a national or broadly disseminated news service, or the issuance of a proxy statement or prospectus, that

might (i) affect the market value or trading of a security generally or (ii) affect an investment decision of a reasonable investor.

“Parent” has the meaning set forth in the preamble.

“Payor Parties” has the meaning set forth in the preamble.

“Party” means each of the Payor Parties or the Payee, as the context requires, and “Parties” means, together,

the Payor Parties and the Payee.

“Payee” has the meaning set forth in the preamble.

“Payee Account” means the account set forth on Exhibit A (or to such other account as a Payee shall notify CNSide in

writing from time to time).

“Payee Connection Tax” means any Tax to the extent that it would not be imposed but for

(i) the Payee being organized in or having a permanent establishment (or otherwise actively conducting a business in) in (other than in connection arising from this Agreement and/or any transactions contemplated hereby) the jurisdiction of the

applicable taxing authority (ii) any failure of the Payee to provide the withholding agent any valid applicable documentation, certificates, or other tax forms, which allow such withholding agent to make payments under this Agreement to the

Payee without deduction or withholding for any U.S. federal withholding taxes (iii) any U.S. federal withholding taxes imposed on amounts payable to Payee (or its successor or assignee, including pursuant to

Section 10.3) pursuant to a law in effect on the date the Payee (or its successor or assignee, including pursuant to Section 10.3) becomes party to this Agreement, or (iv) any payment to the

Payee under this Agreement being characterized as compensation for services to such Payee for U.S. federal income tax purposes.

“Payee Indemnified Party” has the meaning set forth in

Section 7.1.

“Payee Indemnified Tax” means any withholding Tax (other than a Payee

Connection Tax) withheld by any licensee, sublicensee, CNSide, or any other applicable withholding agent in respect of any payment made to the Payee pursuant to this Agreement or to CNSide (or its Affiliates) that are attributable to the Royalty

Payments; provided that, notwithstanding the foregoing, Payee Indemnified Tax shall include any Tax resulting from or attributable to any action taken or caused to be taken by CNSide or its Affiliates or any failure of such Persons to provide any

information that is necessary to establish an exemption, after the effective date hereof, that results in any additional withholding or deduction, which would not have resulted absent CNSide or any of its Affiliates taking, causing to be taken, or

failing to take such action.

“Pending Arrangement” has the meaning set forth in

Section 3.7(a).

“Person” means any natural person, firm, corporation, limited liability

company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other legal entity, including public bodies, whether acting in an individual, fiduciary or other capacity.

“Purchase Agreement” has the meaning set forth in Section 2.2.

“Receiving Party” has the meaning set forth in Section 8.1.

“Royalty” has the meaning set forth in Section 2.1.

“Royalty Payment” means, for each calendar quarter that begins (i) from and after the Closing Date and (ii) on or

prior to the expiration of the Royalty Term, the amount payable to the Payee set forth in Section 2.1.

“Royalty Payment Date” has the meaning set forth in Section 2.3(a).

“Royalty Report” has the meaning set forth in Section 5.1(b).

“Royalty Term” means the period commencing on the Closing Date and continuing until the date on which all principal,

accrued and unpaid interest, fees, expenses and all other amounts owing to the Payee under the Notes (as defined in the Purchase Agreement) have been indefeasibly paid in full in cash or shares and the Notes have been terminated or cancelled.

“SEC” means the U.S. Securities and Exchange Commission.

“Specified Breach Event” means the breach of this Agreement by CNSide, as would reasonably be expected to have a Material

Adverse Effect, where the Payee has provided notice of such breach to CNSide in writing and CNSide has not cured such breach within forty-five (45) days following receipt in writing of such notice of breach.

“Tax” or “Taxes” means any U.S. federal, state, local

or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social

security, unemployment, disability, real property, personal property, escheat or unclaimed property, sales, use, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever,

including, in each case, (a) any interest, penalty or addition thereto and (b) whether disputed or not.

“Territory” means worldwide.

“Third Party” means any Person that is not a Party.

“Third Party Claim” means any claim, action, suit or proceeding by a Third Party, including any investigation by any

Governmental Authority.

“U.S.” or “United States” means the United States of America, its 50

states, each territory thereof and the District of Columbia.

“UCC” means the Uniform Commercial Code as in effect from

time to time in the State of Delaware.

“Unpaid Note Balance” means, as of any date of determination, the aggregate

amount of all outstanding principal, accrued and unpaid interest, fees, expenses and all other amounts then owing to the Payee under the Notes.

Section 1.2. Rules of Construction.

(a) Unless the context otherwise requires, in this Agreement:

(i) a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in

accordance with GAAP;

(ii) words of the masculine, feminine or neuter gender shall mean and include the correlative words

of other genders;

(iii) the terms “include,” “including” and similar terms shall be construed as

if followed by the phrase “without limitation”;

(iv) unless otherwise specified, references to a contract or

agreement include references to such contract or agreement as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations,

supplements or modifications set forth herein), and include any annexes, exhibits and schedules hereto or thereto, as the case may be;

(v) any reference to any Person shall be construed to include such Person’s successors and assigns (subject to any

restrictions on assignment, transfer or delegation set forth herein) and any reference to a Person in a particular capacity excludes such Person in other capacities;

(vi) references to any Applicable Law shall include such Applicable Law as

from time to time in effect, including any amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor;

(vii) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(viii) the words “hereof,” “herein,” “hereunder” and similar terms shall refer to this

Agreement as a whole and not to any particular provision hereof, and Article, Section and Exhibit references herein are references to Articles, Sections of, and Exhibits to, this Agreement unless otherwise specified;

(ix) the definitions of terms shall apply equally to the singular and plural forms of the terms defined;

(x) in the computation of a period of time from a specified date to a later specified date, the word “from” means

“from and including” and each of the words “to” and “until” means “to but excluding”; and

(xi) where any payment is to be made, any funds are to be applied or any calculation is to be made under this Agreement on a

day that is not a Business Day, unless this Agreement otherwise provides, such payment shall be made, such funds shall be applied and such calculation shall be made on the succeeding Business Day, and payments shall be adjusted accordingly.

(b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party irrespective of

which Party caused such provisions to be drafted. Each Party acknowledges that it has been represented by an attorney in connection with the preparation and execution of this Agreement.

ARTICLE II.

ROYALTY AND

GUARANTEE

Section 2.1. Royalty Obligation. During the Royalty Term, CNSide agrees to pay the Payee a quarterly Royalty

Payment (the “Royalty”) in accordance with this Agreement equal to two and one-half percent (2.5%) of the gross revenues actually received by CNSide from Third Parties in the applicable

calendar quarter for goods and services constituting the Business, determined in accordance with GAAP and CNSide’s consistent revenue recognition policies, (the “Covered Revenue”). Covered Revenue shall exclude only

(i) refunds, rebates, credits and chargebacks actually paid or allowed to customers, (ii) sales, use, value-added and similar Taxes collected from customers and remitted to a Governmental Authority and (iii) amounts invoiced solely as

reimbursement of identified third-party out-of-pocket costs, in each case without markup and only to the extent included in the gross amount received. Notwithstanding

anything to the contrary in this Agreement, the Royalty payable with respect to any calendar quarter shall not exceed an amount equal to two and one-half percent (2.5%) of the Unpaid Note Balance as of the

first day of such calendar quarter.

Section 2.2. Consideration. The Parties acknowledge and agree that

CNSide’s agreement to pay the Royalty constitutes an inducement to the Payee to enter into the Purchase Agreement and acquire the Notes and is part of the consideration for the Payee’s participation in the transactions contemplated by

that certain Securities Purchase Agreement, dated September 4, 2026, by and among Parent, the Payee and certain other investors party thereto (the “Purchase Agreement”).

Section 2.3. Payment of Royalty Payments to the Payee.

(a) CNSide shall pay to the Payee, by wire transfer of immediately available funds in U.S. dollars to such Payee’s Payee Account, such

Payee’s Royalty Payment for each calendar quarter, or applicable portion thereof, occurring during the Royalty Term, promptly, but in any event no later than thirty (30) calendar days after the end of each calendar quarter (each such

date, a “Royalty Payment Date”). For the calendar quarter in which the Closing Date occurs, Covered Revenue shall include only amounts actually collected on or after the Closing Date. For the calendar quarter in which the Royalty

Term expires, Covered Revenue shall include only amounts actually collected on or before the expiration of the Royalty Term.

(b) A late

fee of 1.5% per month (or, if lower, the maximum rate permitted by Applicable Law) will accrue on all unpaid amounts with respect to any Royalty Payment from the applicable Royalty Payment Date. The imposition and payment of a late fee shall not

constitute a waiver of the Payee’s rights with respect to such payment default. Payment of such accrued late fee shall accompany payment of the outstanding Royalty Payment.

Section 5.1(b).

Section 2.4. No Assumed Obligations. Notwithstanding any provision in this

Agreement or any other writing to the contrary, the Payee is being granted the Royalty and is not assuming any liability or obligation of CNSide or any of its Affiliates of whatever nature, whether presently in existence or arising or asserted

hereafter, including any liability or obligation of CNSide under the Material Contracts. All such liabilities and obligations shall be retained by, and remain liabilities and obligations of, CNSide or its Affiliates, as the case may be (the

“Excluded Liabilities and Obligations”).

Section 2.5. Excluded Assets. The Payee does not, by receipt or

acceptance of the right, title or interest granted hereunder, purchase, acquire or accept any assets or contract rights of CNSide under the Material Contracts or any other assets of CNSide.

Section 2.6. Guarantee.

(a) The Parent hereby unconditionally and irrevocably guarantees to the Payee and its respective successors, endorsees, transferees and

assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Royalty Payments and all other obligations of CNSide to the Payee pursuant to this Agreement.

(b) Anything herein or in the Purchase Agreement to the contrary notwithstanding, the maximum liability of the Parent hereunder shall in no

event exceed the amount which can be guaranteed by the Parent under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally.

(c) The Parent agrees that the Royalty Payments may at any time and from time to time exceed the amount of the liability of the Parent

hereunder without impairing the guarantee contained in this Section 2.6 or affecting the rights and remedies of any Payee hereunder.

(d) The guarantee contained in this Section 2.6 shall remain in full force and effect until all the Royalty Payments and the obligations

of the Parent under the guarantee contained in this Section 2.6 shall have been satisfied by indefeasible payment in full.

(e) No

payment made by CNSide, the Parent, any other guarantor or any other Person or received or collected by any Payee from CNSide, the Parent, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Royalty Payments shall be deemed to release or otherwise affect the liability of the Parent hereunder

which shall, notwithstanding any such payment (other than any payment made by the Parent in respect of the obligations of CNSide or any payment received or collected from the Parent in respect of the Royalty Payments), remain liable for the Royalty

Payments up to the maximum liability of the Parent hereunder until the Royalty Payments are indefeasibly paid in full.

(f)

Notwithstanding anything to the contrary in the guarantee contained in this Section 2.6, with respect to any defaulted non-monetary obligations of CNSide under this Agreement the specific performance of

which by the Parent is not reasonably possible, the Parent shall only be liable for making the Payee whole on a monetary basis for CNSide’s failure to perform such obligations in accordance with this Agreement.

ARTICLE III.

REPRESENTATIONS

AND WARRANTIES OF THE PAYOR PARTIES

The Payor Parties, jointly and severally, hereby make each of the following representations and

warranties to the Payee:

Section 3.1. Organization.

(a) The Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all

corporate power and authority, and all licenses, permits, registrations, franchises, authorizations, consents and approvals of all Governmental Authorities, required to own its property and conduct its business, as now conducted, and to exercise its

rights and to perform its obligations. The Parent is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification or good standing is required by Applicable Law (except where the failure to be so

qualified or in good standing would not have a Material Adverse Effect).

(b) CNSide is a limited liability company duly formed, validly existing and in good standing

under the laws of the State of Delaware and has all corporate power and authority, and all licenses, permits, registrations, franchises, authorizations, consents and approvals of all Governmental Authorities, required to own its property and conduct

its business, as now conducted, and to exercise its rights and to perform its obligations. CNSide is duly qualified to transact business and is in good standing in every jurisdiction in which such qualification or good standing is required by

Applicable Law (except where the failure to be so qualified or in good standing would not have a Material Adverse Effect).

CNSide, no subsidiary of the Parent has any ownership interest in, or assets relating to or otherwise necessary for, the Business.

Section 3.2. No Conflicts.

(a) The execution and delivery by the Payor Parties of this Agreement, the performance by the Payor Parties of their obligations hereunder or

the consummation by the Payor Parties of the transactions contemplated hereby will not (i) contravene, conflict with or violate any term or provision of any of the organizational documents of the Payor Parties or any of their subsidiaries,

(ii) contravene, conflict with or violate, or give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under, any Applicable Law or any judgment, order, writ, decree, permit or license of any

Governmental Authority to which the Payor Parties or any of their subsidiaries or any of their respective assets or properties may be subject or bound, except as would not have a Material Adverse Effect, (iii) result in a breach or violation

of, constitute a default (with or without notice or lapse of time, or both) under, or give any Person the right to exercise any remedy or obtain any additional rights under, or accelerate the maturity or performance of, or payment under, or cancel

or terminate, (A) except as would not be reasonably expected to result in a Material Adverse Effect, to any contract, agreement, indenture, lease, license, deed, commitment, obligation or instrument to which the Payor Parties or any of their

subsidiaries is a party or by which CNSide or any of its subsidiaries or any of their respective assets or properties is bound or committed (other than any Material Contract) or (B) any Material Contract, and (iv) except as provided in

this Agreement result in or require the creation or imposition of any Lien on the Covered Revenue or the Royalty Payments.

(b) The Payor

Parties have not granted, nor does there exist, any Lien on or relating to the Covered Revenue or the Royalty.

Section 3.3.

Authorization. Each Payor Party has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The

execution and delivery of this Agreement and the performance by each Payor Party of its obligations

hereunder and thereunder have been duly authorized by all necessary corporate action on the part of such Payor Party. This Agreement has been, and on or prior to Closing will be, duly executed

and delivered by an authorized officer of each Payor Party. This Agreement constitutes the legal, valid and binding obligation of each Payor Party, enforceable against such Payor Party in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and principles of public policy.

Section 3.4. Ownership. CNSide is the exclusive owner, or exclusive licensee, of the entire right, title (legal and equitable) and

interest in, to and under the Covered Revenue. The Royalty being conveyed and granted to the Payee has not been conveyed or granted by CNSide to any other Person.

Section 3.5. Governmental and Third-Party Authorizations. The execution and delivery by each Payor Party of this Agreement, the

performance by such Payor Party of its obligations hereunder and the consummation by such Payor Party of the transactions contemplated hereby do not require any consent, approval, license, order, authorization or declaration from, notice to, action

or registration by, or filing with, any Governmental Authority or any other Person, except (i) for the filing of the Closing 8-K with the SEC and (ii) the filing of UCC financing statements.

Section 3.6. Compliance with Laws. None of the Payor Parties nor any of their subsidiaries (a) has violated or is in

violation of, has been given notice of any violation of, or, to the Knowledge of the Parent or CNSide, is under investigation with respect to or has been threatened to be charged with, any material violation of, any Applicable Law or any judgment,

order, writ, decree, injunction, stipulation, consent order, permit, registration or license granted, issued or entered by any Governmental Authority or (b) is subject to any judgment, order, writ, decree, injunction, stipulation or consent

order issued or entered by any Governmental Authority, in each case, in a manner that would be reasonably expected to materially and adversely affect the Covered Revenue.

Section 3.7. Material Contracts.

(a) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of CNSide and, to the Knowledge

of CNSide, the Counterparties, enforceable against CNSide and, to the Knowledge of CNSide, the Counterparties in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar laws now or

hereafter in effect relating to or affecting creditors’ rights generally, general equitable principles and principles of public policy. CNSide is not in material breach or violation of or in default under any of the Material Contracts. There

is no event or circumstance that, upon notice or the passage of time, or both, would constitute or give rise to any material breach or default in the performance of any of the Material Contracts by CNSide or, to the Knowledge of CNSide, the

Counterparties. Notwithstanding anything to the contrary in this Section 3.7, the representations and warranties set forth in this Section 3.7 do not apply to, and CNSide makes no representation or warranty with

respect to, (i) any equipment leases, facility leases, or other contracts that are under negotiation or pending execution as of the date hereof, or (ii) any equipment or other assets for which CNSide has not yet obtained perfected title as

of the date hereof (collectively, the “Pending Arrangements”). CNSide shall use commercially reasonable efforts to finalize the Pending Arrangements and obtain perfected title to such equipment and assets.

(b) CNSide has not received any notice of an intention by a Counterparty to terminate or

breach any of the Material Contracts, in whole or in part, or challenging the validity or enforceability of any of the Material Contracts, or alleging that CNSide or a Counterparty is currently in material default of its obligations under any of a

Material Contract.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PAYEE

The Payee hereby represents and warrants to the Payor Parties as follows:

Section 4.1. Organization. The Payee is a corporation, limited liability company or limited partnership, as applicable, duly

organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable.

Section 4.2. No Conflicts. The execution and delivery by such Payee of any of this Agreement, the performance by such Payee of its

obligations hereunder or thereunder or the consummation by such Payee of the transactions contemplated hereby or thereby will not (i) contravene, conflict with or violate any term or provision of any of the organizational documents of such

Payee, (ii) contravene, conflict with or violate, or give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under, in any material respect, any Applicable Law or any judgment, order, writ, decree,

permit or license of any Governmental Authority to which such Payee or any of its assets or properties may be subject or bound or (iii) result in a breach or violation of, constitute a default (with or without notice or lapse of time, or both)

under, or give any Person any right to exercise any remedy, or accelerate the maturity or performance of, in any material respect, any contract, agreement, indenture, lease, license, deed, commitment, obligation or instrument to which such Payee is

a party or by which such Payee or any of its assets or properties is bound or committed.

Section 4.3. Authorization. Such

Payee has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery this Agreement and

the performance by such Payee of its obligations hereunder have been duly authorized by such Payee. This Agreement has been duly executed and delivered by such Payee. This Agreement constitutes the legal, valid and binding obligation of such Payee,

enforceable against such Payee in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and general equitable principles.

ARTICLE V.

COVENANTS

The Parties

covenant and agree as follows:

Section 5.1. Books and Records; Notices.

(a) CNSide shall keep and maintain, or cause to be kept and maintained, at all times, full and accurate books and records adequate to reflect

accurately (i) all financial information received and all amounts paid or received in respect of Covered Revenue, and (ii) all financial information in respect of the Royalty Payments.

(b) On or prior to each Royalty Payment Date, CNSide shall prepare and deliver a report to the Payee (the “Royalty Report”)

setting forth in reasonable detail:

(i) the calculation of Covered Revenue for the applicable calendar quarter;

(ii) for the applicable calendar quarter, the calculation of the Royalty Payments payable to the Payee before application of

the quarterly limitation set forth in Section 2.1;

(iii) the Unpaid Note Balance as of the last

day of the applicable calendar quarter;

(iv) the maximum Royalty payable for such calendar quarter pursuant to

Section 2.1;

(v) the Royalty payable after application of such limitation; and

(vi) with respect to the Covered Revenue, any foreign currency exchange rates used to calculate the Royalty Payments (which

shall be the rate of exchange determined in a manner consistent with the CNSide’s method for calculating rates of exchange in preparation of the Parent’s annual financial statements in accordance with GAAP).

(c) Within five (5) Business Days after receipt by CNSide of (i) (x) notice of the commencement by any Third Party of, or

(y) written notice from any Third Party threatening to commence, in either case any action, suit, arbitration proceeding, claim, demand, investigation or other proceeding relating to this Agreement, any Material Contract, any transaction

contemplated hereby or thereby, or (ii) any other correspondence relating to the foregoing, CNSide shall (A) notify the Payee in writing of the receipt of such notice or correspondence and (B) provide the Payee with a written summary

of all material details thereof or, to the extent not prohibited by obligations of confidentiality contained in the Material Contracts, respectively, if such notice is in writing, furnish the Payee with a copy thereof and any materials reasonably

related thereto.

(d) CNSide shall provide the Payee with written notice within five Business Days after obtaining Knowledge of any of the

following:

(i) the occurrence of any Bankruptcy Event in respect of CNSide; or

(ii) CNSide, any Affiliate, any Counterparty or any other Third Party receiving any notice of audit or regulatory action by a

Governmental Authority in the Territory impacting in any material respect any of the Covered Revenue or the timing, amount or duration of the Royalty.

(e) CNSide shall notify the Payee in writing upon any change in, or amendment or alteration

of, CNSide’s (i) legal name, (ii) form or type of organizational structure or (iii) jurisdiction of organization.

(f) CNSide shall notify the Payee in writing not more than thirty days after becoming aware that any Tax may be required to be withheld with

respect to any payment to the Payee pursuant to the Agreement.

(g) Notwithstanding anything to the contrary in this

Section 5.1, CNSide shall not provide any information or report required by Section 5.1 to any Payee to the extent such report or information includes information considered to be Material

Nonpublic Information at the time of delivery (including, without limitation, Material Nonpublic Information and confidential information of any of CNSide’s customers). In such event, CNSide shall (x) provide notice to the Payee of the

existence of Material Nonpublic Information in a report or information to be provided and (y) instead provide a redacted report which does not contain Material Nonpublic Information and delay delivery of the unredacted report until following

the filing of CNSide’s current, quarterly or annual reports with the SEC. A Payee can waive compliance with this Section 5.1(g) at any time (and from time to time) upon written notice or request (email is sufficient)

at any time, and in such case receive the information or reports required by Section 5.1 in unredacted form at the time periods contemplated herein.

Section 5.2. Public Announcement. No Party shall, and each Party shall cause its Affiliates not to, without the prior written

consent of the other Parties (which consent shall not be unreasonably withheld or delayed), issue any press release or make any other public disclosure with respect to this Agreement or any of the transactions contemplated hereby, except if and to

the extent that any such release or disclosure is required by Applicable Law, by the rules and regulations of any securities exchange or market on which any security of such Party may be listed or traded or by any Governmental Authority of competent

jurisdiction, in which case, the Party proposing to issue such press release or make such public disclosure shall, to the extent reasonably practicable, (a) provide to the other Parties a copy of such proposed release or disclosure and

(b) consider in good faith any comments or changes that the other Party may propose or suggest; provided that a Party may freely make any public disclosure identical to a disclosure previously reviewed by the other Party in accordance

with the foregoing clauses (a) and (b). Notwithstanding the foregoing, the Payee understands and agrees that the Parent intends to file with the SEC a Current Report on Form 8-K shortly following Closing

(the “Closing 8-K”) describing the material terms of the transactions contemplated by this Agreement; provided, that CNSide shall (x) provide to the Payee a draft of the Closing 8-K and any future SEC filings that materially change the description of the transactions contained herein from that which is in the Closing 8-K, (y) consider in good

faith any comments or changes that the Payee may propose or suggest and (z) except to the extent required by Applicable Law, Parent may redact from the public disclosure as Confidential Information all financial and economic terms and all

exhibits and schedules attached hereto, and confidential information regarding the strategies and other plans of CNSide for the Business. CNSide and the Payee shall jointly prepare a press release for dissemination promptly following the Closing,

such press release to be agreed upon by the Payee and CNSide.

Section 5.3. Further Assurances.

(a) Subject to the terms and conditions of this Agreement, each Party shall use commercially reasonable efforts to execute and deliver such

other documents, certificates, instruments, agreements and other writings, take such other actions and perform such additional acts under Applicable Law as may be reasonably requested by the other Party and necessary to implement expeditiously the

transactions contemplated by, and to carry out the purposes and intent of the provisions of, this Agreement.

(b) CNSide shall use its

commercially reasonable efforts to comply in all material respects with all Applicable Laws with respect to this Agreement and the Covered Revenue, except where compliance therewith is being contested by CNSide in good faith by appropriate

proceedings.

(c) CNSide shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or

grant any right to any other Person, in any case that would reasonably be expected to conflict with this Agreement or serve or operate to limit, circumscribe or alter any of the Payee’ rights under this Agreement (or the Payee’ ability

to exercise any such rights).

Section 5.4. Inspections and Audits of CNSide. Following the date hereof, upon at least five

Business Days’ written notice and during normal business hours, no more frequently than once per calendar year, the Payee may cause an inspection and/or audit by an independent public accounting firm to be made of CNSide’s books of

account for the three calendar years prior to the audit for the purpose of determining the correctness of the calculation of the Royalty Payments under this Agreement; provided, however, that no calendar year may be subject to more

than one audit unless Specified Breach Event has occurred and is continuing. All of the out-of-pocket expenses of any inspection or audit requested by the Payee

hereunder (including the fees and expenses of such independent public accounting firm designated for such purpose) otherwise payable by CNSide shall be borne solely by the Payee, unless the independent public accounting firm determines that Royalty

Payments previously paid to the Payee during the period of the audit were underpaid by an amount greater than ten percent of the Royalty Payments actually paid during such period, in which case such expenses shall be borne by CNSide. Any such

accounting firm or company shall not disclose the confidential information of CNSide to the Payee, except to the extent such disclosure is necessary to determine the correctness of Royalty Payments or otherwise would be included in a Royalty Report.

All information obtained by the Payee as a result of any such inspection or audit shall be Confidential Information subject to ARTICLE VIII. If any audit discloses any underpayments by CNSide to the Payee, then such underpayment, together with the

late fees contemplated by Section 2.3(b), shall be paid by CNSide to the Payee (in the same manner as provided in Section 2.3(a)) within 30 calendar days of such underpayment being so disclosed. If

any audit discloses any overpayments by CNSide to the Payee, then CNSide shall have the right to credit the amount of the overpayment against each subsequent quarterly Royalty Payment due to the Payee until the overpayment has been fully applied.

Section 5.5. Tax Matters.

(a) All payments to the Payee under this Agreement shall be made without any deduction or withholding for or on account of any Tax unless

required by Applicable Law; provided that if any deduction or withholding for or on account of the Payee Indemnified Tax is required by Applicable Law to be made, and is made, by any applicable withholding agent in respect of any payment to a

Payee under this Agreement or to CNSide (or its Affiliates) that are attributable to the Covered Revenue, then CNSide shall, within five Business Days after such deduction or withholding is made, make a payment to such Payee so that, after all such

required deductions and withholdings are made by any applicable withholding agent (including any deductions and withholdings required with respect to any additional payments under this Section 5.5(a)), such Payee receives

an amount equal to the amount that they would have received had no withholding of the Payee Indemnified Taxes been made.

Section 5.6. Existence. CNSide shall (a) preserve and maintain its existence (provided, however, that nothing

in this Section 5.6 shall prohibit CNSide from entering into any merger or consolidation), (b) preserve and maintain its rights, franchises and privileges unless failure to do any of the foregoing would not reasonably

be expected to have a Material Adverse Effect, (c) qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such qualifications would reasonably be expected to have a Material Adverse Effect,

including appointing and employing such agents or attorneys in each jurisdiction where it shall be necessary to take action under this Agreement, and (d) comply with its organizational documents, except, in the case of this clause (d), for any non-compliance that would not reasonably be expected to have a Material Adverse Effect. The Payee acknowledges and agrees (to the maximum extent permitted under Applicable Law), that the Payee shall not, and

shall not cause any other Person to, petition for the bankruptcy of CNSide.

Section 5.7. Additional Sales; Liens.

(a) CNSide shall not create, incur, sell, issue, assume, enforce or suffer to exist any additional revenue interests (or similar economic

equivalents) with respect to the Covered Revenue unless such additional revenue interests (or such economic equivalents) are subordinated to the Royalty as to payment and may create Liens securing Indebtedness, provided that such Liens and

Indebtedness expressly permit the payment of all amounts due pursuant to this Agreement.

(b) No Payor Party shall transfer, assign or

otherwise convey the Business or any material revenue-generating assets of the Business to any Affiliate unless such Affiliate executes a joinder to this Agreement and becomes a Payor Party hereunder.

(c) Any sale or other transaction between CNSide (or any Payor Party) and an Affiliate shall be deemed to have been made at arm’s length

for purposes of calculating Covered Revenue, and the Royalty with respect to any goods or services provided through an Affiliate shall be computed based on the Affiliate’s third-party resale price (or, if there is no third-party resale, the

fair market value of such goods or services as if sold to a Third Party at arm’s length).

Section 5.8. Change of Control; Covered Transaction.

(a) Notwithstanding anything to the contrary in this Agreement, in no event shall CNSide be a party to a Change of Control where CNSide is not

the surviving Person, unless the surviving Person to such Change of Control expressly assumes all the obligations of CNSide under this Agreement, in which case such surviving Person shall succeed to, and be substituted for, CNSide under this

Agreement and CNSide shall automatically be released and discharged from its obligations under this Agreement.

(b) Notwithstanding

anything to the contrary in this Agreement, in no event shall CNSide be a party to a Covered Transaction, unless the acquirer or similar counterparty in such Covered Transaction expressly agrees in writing to be bound by the applicable provisions of

this Agreement to the extent applicable to the rights and obligations conveyed under such Covered Transaction. In the event of Covered Transaction resulting in the full assignment of all rights and obligations of CNSide under this Agreement, the

acquirer or similar counterparty shall succeed to, and be substituted for, CNSide under this Agreement.

Section 5.9. Material

Contracts. CNSide shall comply in all material respects with its obligations under the Material Contracts and shall not take any action or forego any action that would reasonably be expected to result in a material breach thereof. CNSide shall

use its commercially reasonable efforts to cure any material breaches by it under any Material Contract.

ARTICLE VI.

THE CLOSING

Section 6.1. Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at

9:00 a.m., Eastern Standard Time on the date hereof (the “Closing Date”) by electronic exchange of signatures, or on such other date, at such other time or at such other place, in each case as the Parties mutually agree.

Section 6.2. Closing Deliverables of the Payor Parties. At the Closing, each of the Payor Parities shall deliver or cause to be

delivered to the Payee the following:

(a) a duly executed certificate of an executive officer of such Payor Party dated as of the Closing

Date and (i) attaching copies, certified by such officer as true and complete, of (x) the organizational documents of such Payor Party and (y) resolutions of the governing body of such Payor Party authorizing and approving the

execution, delivery and performance by such Payor Party of this Agreement and the transactions contemplated hereby and thereby, (ii) setting forth the incumbency of the officer or officers of such Payor Party who have executed and delivered

this Agreement, including therein a signature specimen of each such officer or officers and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate of the appropriate Governmental Authority of such

Payor Party’s jurisdictions of organization, stating that such Payor Party is in good standing under the laws of such jurisdictions; and

(b) duly executed IRS Form W-9s from such Payor Party certifying that such Payor Party is a United

States person as defined in Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding.

Section 6.3. Closing Deliverables of the Payee. At the Closing, the Payee

shall deliver or cause to be delivered to the Payor Parties the following:

(a) a duly executed IRS Form

W-9 from the Payee certifying they are a United States person as defined in Section 7701(a)(30) of the Code and exempt from U.S. federal backup withholding.

(b) Account information of the Payee’s Payee Account.

Section 6.4. Lockbox Account; Collection Account; Account Control Agreement.

(a) Upon written notice by the Payee, CNSide will establish the Lockbox Account within 30 days of the receipt of such notice for the purpose

of depositing all payments to be made by any account debtors with respect to any payments relating to Covered Revenue. Upon the establishment of the Lockbox Account, CNSide will instruct all such account debtors to remit any amounts owed to CNSide

in respect of Covered Revenue to the Lockbox Account. To the extent any payments related to Covered Revenue are paid directly to CNSide or the Parent, all such payments shall be remitted to the Lockbox Account no less than quarterly.

(b) Upon written notice by the Payee, CNSide will establish the Collection Account within 30 days of the receipt of such notice and cause all

funds on deposit in the Lockbox Account to be swept daily to the Collection Account. With respect to any amounts that are deposited in the Collection Account, so long as all payment obligations of CNSide to the Payee under this Agreement have been

made, (i) a minimum of 35% of such amounts shall remain in the Collection Account until the Royalty Payment Date immediately following the date of such deposits and may not be transferred to any other account and (ii) any remaining amounts

may be disbursed to another account of a Payor Party from time to time at the direction of CNSide. On each Royalty Payment Date, CNSide shall instruct the Account Bank to disburse to the Payee an amount equal to the lesser of (x) the funds on

deposit in the Collection Account and (y) the aggregate amount of all Royalty Payments for such Royalty Payment Date. If the amount to be disbursed to the Payee on any Royalty Payment Date pursuant to the preceding sentence is less than the

aggregate amount of all Royalty Payments to which the Payee is entitled, CNSide shall pay the amount of such shortfall to the Payee on such Royalty Payment Date.

(c) In the event of any failure by CNSide or the Parent to pay amounts owed to the Payee when and as required to be paid pursuant to this

Agreement, which failure to pay continues for more than five (5) Business Days after receipt of written notice from the Payee, the Payee shall have the right to exercise all of the Payee’s rights and remedies under Article VII and the

Account Control Agreement.

(d) CNSide shall pay all fees, expenses and charges of the Account Bank pursuant to the terms of the Account

Control Agreement by depositing sufficient funds into the Lockbox Account when such fees, charges and expenses are due. Each Payor Party agrees that all Royalty Payments deposited into the Lockbox Account are to be held in trust for the benefit of

the Payee, and that each Payor Party disclaims and waives any claim or interest in such Royalty Payments, so that the Payee may be assured of receiving the Royalty Payments owed to the Payee.

(e) No Payor Party shall have any right to terminate the Lockbox Account or the Collection

Account without the Payee’s prior written consent.

ARTICLE VII.

INDEMNIFICATION

Section 7.1. Indemnification by the Payor Parties. The Payor Parties, jointly and severally, agree to indemnify,

defend and hold harmless the Payee and their respective Affiliates and any or all of their respective partners, directors, trustees, officers, managers, employees, members, agents and controlling persons (each, a “Payee Indemnified

Party”) harmless from and against, and will pay to the Payee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Payee Indemnified Party, whether or not involving a Third Party Claim, arising

out of or resulting from (a) any material breach of any representation or warranty made by CNSide in this Agreement or in any certificate delivered by CNSide to the Payee in writing pursuant to this Agreement, (b) any material breach of or

default under any covenant or agreement of CNSide in this Agreement, (c) any Excluded Liabilities and Obligations, (d) any Third Party Claims relating to the conduct of the Business (excluding any such claims arising out of or resulting

from (i) the negligence or willful misconduct of any Payee Indemnified Party, (ii) any breach by the Payee of this Agreement, or (iii) any actions taken by CNSide at the written direction or request of any Payee), or (e) any

brokerage or finder’s fees or commissions or similar amounts incurred or owed by CNSide or any of its Affiliates to any brokers, financial advisors or comparable other Persons retained or employed by any of them in connection with the

transactions contemplated by this Agreement.

Section 7.2. Indemnification by the Payee. The Payee agree to indemnify

and hold CNSide and its Affiliates and any or all of their respective partners, directors, officers, managers, members, employees, agents and controlling Persons (each, a “CNSide Indemnified Party”) harmless from and

against, and will pay to the CNSide Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such CNSide Indemnified Party, whether or not involving a Third Party Claim, arising out of (a) any breach of any

representation or warranty made by the Payee in this Agreement or any certificate delivered by the Payee to CNSide in writing pursuant to this Agreement, (b) any breach of or default under any covenant or agreement of the Payee in this

Agreement or (c) any brokerage or finder’s fees or commissions or similar amounts incurred or owed by the Payee to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions

contemplated by this Agreement. Any amounts due to any CNSide Indemnified Party hereunder shall be payable by the Payee to such CNSide Indemnified Party upon demand.

Section 7.3. Claims. A claim by an indemnified party under this ARTICLE VII for

any matter in respect of which such indemnified party would be entitled to indemnification hereunder may be made by delivering, in good faith, a written notice of demand to the indemnifying party, which notice shall contain (a) a description

and the amount of any Losses incurred or suffered or reasonably expected to be incurred or suffered by the indemnified party, (b) a statement that the indemnified party is entitled to indemnification under this ARTICLE VII for such Losses and a

reasonable explanation of the basis therefor, and (c) a demand for payment in the amount of such Losses. For all purposes of this Section 7.3, CNSide shall be entitled to deliver such notices of demand to the Payee on

behalf of CNSide Indemnified Parties, and the Payee shall be entitled to deliver such notices of demand to CNSide on behalf of the Payee Indemnified Parties.

Section 7.4. Survival. All representations and warranties made in this Agreement or in any certificate delivered pursuant to this

Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of one (1) year. All covenants made in this Agreement shall survive the execution and delivery of this Agreement until the expiration of the

Royalty Term.

Section 7.5. Remedies. Except in the case of actual fraud, intentional misrepresentation, intentional wrongful

acts, intentional breach, bad faith or willful misconduct and except as set forth in Section 10.1, (a) the indemnification afforded by this ARTICLE VII shall be the sole and exclusive remedy for any and all Losses

awarded against or incurred or suffered by a Party in connection with any breach of any representation or warranty made by a Party in this Agreement or any certificate delivered by a Party to the other Party in writing pursuant to this Agreement or

any breach of or default under any covenant or agreement by a Party pursuant to this Agreement and (b) the Payee acknowledge and agree that the Payee, together with their Affiliates and representatives, has made its own investigation of the

Covered Revenue and the transactions contemplated by this Agreement and is not relying on, and shall have no remedies in respect of, any implied warranties or upon any representation or warranty whatsoever as to the future amount or potential amount

of the Covered Revenue.

Section 7.6. Limitations. Neither any CNSide Indemnified Party nor any Payee Indemnified Party shall

have any liability for, or Losses be deemed to include, any special, punitive or exemplary damages, whether in contract or tort, regardless of whether the other Party shall be advised, shall have reason to know, or in fact shall know of the

possibility of such damages suffered or incurred by any such CNSide Indemnified Party or any such Payee Indemnified Party in connection with this Agreement or any of the transactions contemplated hereby . Notwithstanding the foregoing, the

limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or

willful misconduct.

ARTICLE VIII.

CONFIDENTIALITY

Section 8.1. Confidentiality. Except as provided in this ARTICLE VIII or otherwise agreed in writing by the Parties, the

Parties agree that, during the term of this Agreement and until the tenth anniversary of the date of termination of this Agreement, each Party (the “Receiving Party”) shall keep confidential, and shall not publish or otherwise

disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder), any information (whether written or oral, or in electronic or other

form) furnished to it by or on behalf of the other Party (the “Disclosing Party”) pursuant to this Agreement, including the terms of this Agreement (such information, “Confidential Information” of the Disclosing

Party), except for that portion of such information that:

(a) was already in the Receiving Party’s possession on a non-confidential basis prior to its disclosure to it by the Disclosing Party, or becomes known to the Receiving Party from a source other than the Disclosing Party and its representatives without any breach of this

Agreement, in each case as evidenced by written records (provided that if such information was disclosed to the Receiving Party on a non-confidential basis by a source that is not the Disclosing Party,

such source to the knowledge of the Receiving Party had the right to disclose such information to the Receiving Party without any legal, contractual or fiduciary obligation to, any person with respect to such information);

(b) is or becomes generally available to the public other than as a result of an act or omission by the Receiving Party or its Affiliates in

breach of this Agreement; or

reference to the Confidential Information or in violation of the terms of this Agreement.

Section 8.2. Permitted Disclosure.

In the event that the Receiving Party or its Affiliates or any of its or its Affiliates’ representatives are requested by a governmental or regulatory authority or required by Applicable Law, regulation or legal process (including the

regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the

Receiving Party shall promptly, to the extent permitted by Applicable Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and

if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Receiving Party’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other

remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose

Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the

Receiving Party or its Affiliates or its or its Affiliates’ representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable

assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective

order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (i) in response to a

request by a governmental or regulatory authority having competent jurisdiction over the Receiving Party, its Affiliates or its or its Affiliates’ representatives, as the case may be, or (ii) in connection with a routine examination by a

regulatory

examiner, where in each case such request or examination does not expressly reference the Disclosing Party, its Affiliates, the Covered Revenue or this Agreement. The Receiving Party may disclose

Confidential Information to its Affiliates, its and their employees, directors, officers, contractors, agents, and representatives, and to potential or actual acquirers, merger partners, permitted assignees, investment bankers, investors, limited

partners, partners, lenders, or other financing sources (including, in the case of CNSide, any party evaluating the acquisition of any portion of the Covered Revenue that are not included in the Covered Revenue), and their respective directors,

employees, contractors and agents; provided that such person or entity agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article

VIII. Further, notwithstanding anything contained in this Article VIII to the contrary, CNSide or Parent may disclose Confidential Information to the extent such disclosure is reasonably necessary to comply with the Securities Act of

1933, as amended, the Securities Exchange Act of 1934, as amended, or with any rule, regulation or legal process promulgated by the SEC or a stock exchange, subject to CNSide’s obligations set forth in Section 5.2.

ARTICLE IX.

TERMINATION

Section 9.1. Termination of Agreement.

(a) This Agreement and the obligation of CNSide to pay the Royalty shall automatically terminate, without further action by any Party, upon

expiration of the Royalty Term.

(b) This Agreement may be terminated by mutual written consent of the Payee, on the one hand, and the

Payor Parties, on the other hand.

Section 9.1(a) or Section 9.1(b), this Agreement shall become void and of no further force and effect; provided, however, that (a) the provisions of

Section 5.2, ARTICLE VII, ARTICLE VIII, this ARTICLE IX and ARTICLE X shall survive such termination and shall remain in full force and effect, and (b) nothing contained in this

Section 9.1 shall relieve any Party from liability for any breach of this Agreement that occurs prior to such termination, including CNSide’s obligations to pay Royalty Payments that become due prior to such

termination. For the avoidance of doubt, termination of this Agreement shall not affect CNSide’s obligation to pay any Royalty attributable to Covered Revenue collected during the Royalty Term, whether such Royalty becomes calculable or

payable before or after the expiration of the Royalty Term.

ARTICLE X.

MISCELLANEOUS

Section 10.1. Specific Performance. Each Party acknowledges and agrees that, if it fails to perform any of its obligations under

this Agreement, the other Parties will have no adequate remedy at law. In such event, each Party agrees that the other Parties shall have the right, in addition to any other rights it may have (whether at law or in equity), to specific performance

of this Agreement.

Section 10.2. Notices. All notices, consents, waivers and other communications

hereunder shall be in writing and shall be effective (a) upon receipt when sent by registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt,

(b) upon receipt when sent by an overnight courier (costs prepaid and receipt requested), (c) on the date personally delivered to an authorized officer of the Party to which sent or (d) on the date transmitted by e-mail with a confirmation of receipt, addressed to the recipient as follows:

if to CNSide, to:

CNSide Diagnostics, LLC

c/o

Cerenome, Inc.

6420 Levit Green Boulevard

Suite 310

Houston, TX 77021

Attn: Andrew Sims

E-mail: asims@cerenome.com

with a copy (which shall not constitute notice) to:

Sullivan & Worcester LLP

1251 Avenue of the Americas

New

York, NY 10020

Attn: David E. Danovitch, Esq.

E-mail: ddanovitch@sullivanlaw.com

if to the Payee, to:

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attn: Maier

J. Tarlow

E-mail: operations@3ifund.com

with a copy (which shall not constitute notice) to:

Honigman LLP

2290 First National

Building

660 Woodward Avenue

Detroit, MI 48226

Attn: Michael

J. Rosenberg, Esq. and N. Danny Shulman, Esq.

E-mail: mrosenberg@honigman.com and

nshulman@honigman.com

Each Party may, by notice given in accordance herewith to the other Party, designate any

further or different address to which subsequent notices, consents, waivers and other communications shall be sent.

Section 10.3.

Successors and Assigns. CNSide shall not be entitled to assign any of their rights or delegate any of its obligations under this Agreement without the prior written consent of the Payee. The Payee may, without the consent of CNSide, assign

any of its rights and delegate any of its obligations under this Agreement without restriction to any entity or entities. In connection with any such assignment by such Payee, if requested, CNSide shall be provided with an IRS Form W-9 or applicable IRS Form W-8, as appropriate, with respect to such assignee. Each Party shall give written notice to the other Parties of any assignment permitted by this

Section 10.3. Any purported assignment of rights or delegation of obligations in violation of this Section 10.3 will be void. Subject to the foregoing, this Agreement will apply to, be binding

upon, and inure to the benefit of, the successors and permitted assigns of the Parties.

Section 10.4. Independent Nature of

Relationship. The relationship between CNSide and the Payee is solely that of sellers and Payee, and neither CNSide nor the Payee has any fiduciary or other special relationship with the other Party or any of its Affiliates. This Agreement is

not a partnership or similar agreement, and nothing contained herein shall be deemed to constitute CNSide and the Payee as a partnership, an association, a joint venture or any other kind of entity or legal form for any purposes, including any Tax

purposes. The Parties agree that they shall not take any inconsistent position with respect to such treatment in a filing with any Governmental Authority.

Section 10.5. Entire Agreement. This Agreement, together with the Exhibits and Schedules hereto, constitute a complete and

exclusive statement of the terms of agreement between the Parties, and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties, with respect to the subject matter of this Agreement. No

representation, inducement, promise, understanding, condition or warranty not set forth herein (or in the Exhibits or Schedules hereto) has been made or relied upon by any Party.

Section 10.6. Governing Law.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT

REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER

SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) Each Party irrevocably and unconditionally submits, for itself and its property, to

the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York and (ii) the Supreme Court of the State of New York, Borough of Manhattan, for purposes of any claim, action, suit or proceeding

arising out of this Agreement or any of the transactions contemplated hereby, and agrees that all claims in respect thereof shall be heard and determined

only in such courts. Each Party agrees to commence any such claim, action, suit or proceeding only in the United States District Court for the Southern District of New York or, if such claim,

action, suit or proceeding cannot be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, Borough of Manhattan, and agrees not to bring any such claim, action, suit or proceeding in any other court. Each

Party hereby waives, and agrees not to assert in any such claim, action, suit or proceeding, to the fullest extent permitted by Applicable Law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts,

(ii) such Party and such Party’s property is immune from any legal process issued by such courts or (iii) any claim, action, suit or proceeding commenced in such courts is brought in an inconvenient forum. Each Party agrees that a

final judgment in any such claim, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Each Party acknowledges and agrees that this

Section 10.6(b) constitutes a voluntary and bargained-for agreement between the Parties.

Section 10.6(b) may be served on any Party anywhere in the world, including by sending or delivering a copy of such process to such Party in any manner provided for the giving of notices in

Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Applicable Law. Each Party waives personal service of any summons, complaint or other process,

which may be made by any other means permitted by New York law.

Section 10.7. Waiver of Jury Trial. EACH PARTY HERETO HEREBY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED

ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.7.

Section 10.8. Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable by a court of

competent jurisdiction, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall remain in full force and effect and be enforceable in accordance with

its terms. Any provision of this Agreement held invalid or unenforceable only in part or degree by a court of competent jurisdiction shall remain in full force and effect to the extent not held invalid or unenforceable.

Section 10.9. Counterparts. This Agreement may be signed in any number of

counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by

the other Party. Any counterpart may be executed by facsimile or other similar means of electronic transmission, including “PDF”, and such facsimile or other electronic transmission shall be deemed an original.

Section 10.10. Amendments; No Waivers. Neither this Agreement nor any term or provision hereof may be amended, supplemented,

restated, waived, changed or modified except with the written consent of the Parties. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise

thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No notice to or demand on any Party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or

approval hereunder shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted

hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 10.11. No Third Party Rights. Other than the Parties, no Person will have any legal or equitable right, remedy or claim

under or with respect to this Agreement. This Agreement may be amended or terminated, and any provision of this Agreement may be waived, without the consent of any Person who is not a Party. CNSide shall enforce any legal or equitable right, remedy

or claim under or with respect to this Agreement for the benefit of the CNSide Indemnified Parties and the Payee shall enforce any legal or equitable right, remedy or claim under or with respect to this Agreement for the benefit of the Payee

Indemnified Parties.

Section 10.12. Table of Contents and Headings. The Table of Contents and headings of the Articles and

Sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

{SIGNATURE PAGES FOLLOW}

[Signature Page to Royalty Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

PAYOR PARTIES:

CERENOME, INC.

By:

Name:

Title:

CNSIDE DIAGNOSTICS, LLC

By:

Name:

Title:

[Signature Page to Royalty Sale Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.

THE PAYEE:

3i, LP

By:

3i Management LLC

By:

Name: Maier J. Tarlow

Title: Manager

Exhibit A

Payee Account

[To be

provided at Closing]

EX-99.1

Filename: d382364dex991.htm · Sequence: 7

EX-99.1

Exhibit 99.1

Cerenome Announces Up to $20 Million Financing Facility with Royalty-Based Repayment

Capital will support continued CNSide® commercial

scale-up and development

Initial tranche of funding provided at closing with future

tranches linked to milestones

Forecasted cash runway now into 2028

HOUSTON, September 10, 2026 (GLOBE NEWSWIRE) – Cerenome, Inc. (Nasdaq: CNSY) (“Cerenome” or the

“Company”), a CNS oncology company advancing an integrated platform of precision diagnostics, targeted therapeutics, and artificial intelligence, today announced that it has entered into a financing agreement with 3i, LP (“3i

Fund”) for a senior secured facility of up to $20 million with royalty-based repayments. Under the agreement, the Company received initial funding at closing, with future tranches available upon achieving certain milestones.

The financing is intended to support the scale-up of the Company’s proprietary laboratory-developed tests,

particularly its CNSide® cerebrospinal fluid (“CSF”) assay platform.

“Cerenome

is grateful for the support of the 3i Fund team, and we look forward to a long-term relationship,” said Andrew Sims, Cerenome’s Chief Financial Officer. “This facility is designed to be minimally dilutive to stockholders while

supporting the next stage of commercial scale-up and development of CNSide, specifically growing sales and broadening the pipeline. We forecast our cash runway is now well into 2028 when we consider, the 3i

facility, other existing facilities along with current cash and forecasted CNSide related sales and cash flow.”

Additional transaction details are

included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

About Cerenome

Cerenome (Nasdaq: CNSY) is a CNS oncology

company advancing an integrated platform that combines precision diagnostics, targeted therapeutics, and artificial intelligence to improve outcomes for patients with central nervous system cancers. The Company’s CNSide® Diagnostics platform supports the detection, molecular characterization, and longitudinal monitoring of CNS cancers through cerebrospinal fluid-based testing. Its lead therapeutic platform,

REYOBIQ™ (rhenium Re186 obisbemeda), is being evaluated in clinical trials for leptomeningeal metastases, recurrent glioblastoma, and pediatric brain cancers. The data & artificial

intelligence platform is designed to integrate diagnostic, molecular, imaging, and clinical data into actionable insights that support precision oncology and therapeutic innovation. By integrating commercial diagnostics, targeted therapeutics,

proprietary longitudinal data, and artificial intelligence within a single organization, Cerenome is building a differentiated CNS oncology platform designed to improve patient care while creating long-term shareholder value. Visit

https://www.cerenome.com.

About CNSide Diagnostics, LLC

CNSide Diagnostics, LLC is a wholly owned subsidiary of Cerenome, Inc. that develops and commercializes proprietary laboratory-developed tests, such as CNSide®, designed to identify tumor cells that have metastasized to the central nervous system in patients with carcinomas and melanomas. The

CNSide® CSF Assay Platform enables quantitative analysis of the cerebrospinal fluid that informs and improves the management of patients with leptomeningeal metastases. For more information,

visit https://www.cnside-dx.com/.

Forward-Looking Statements

This press release contains statements that may be deemed “forward-looking statements” within the meaning of U.S. securities laws, including

statements regarding the financing agreement with 3i Fund, the timing and availability of additional funding tranches, the achievement of milestones under the agreement, the use of proceeds from the financing, clinical trials, expected operations,

and upcoming developments. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by future verbs, as well as terms such as

“expect,” “potential,” “anticipating,” “planning” and similar expressions or the negatives thereof. Such statements are based upon certain assumptions and assessments made by management in light of

their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements include, without limitation, statements regarding the timing and amount

of additional tranches under the financing agreement, the Company’s ability to achieve the milestones required to receive such tranches, the anticipated use of proceeds from the financing, the Company’s future royalty obligations to 3i

Fund, the Company’s anticipated growth in CNSide testing volume and reimbursement, the timing and results of REYOBIQ clinical trials, and expectations as to the Company’s future performance and financial position. Actual results may

differ materially from those expressed or implied by these forward-looking statements due to a variety of risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission. The Company

undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Contact

CORE IR

IR@cerenome.com

# # #

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