Form 8-K

8-K — Lucid Diagnostics Inc.

Accession: 0001493152-26-048114

Filed: 2026-10-22

Period: 2026-10-21

CIK: 0001799011

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001799011

2026-10-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 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): October 21, 2026

LUCID

DIAGNOSTICS INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-40901

82-5488042

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

360

Madison Avenue, 25th Floor, New

York, New

York

10017

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (917) 813-1828

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

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

LUCD

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

3.02.

Unregistered

Sales of Equity Securities.

October 21, 2026, the Company entered into subscription agreements (each, a “Series C Subscription Agreement”) with

certain accredited investors (collectively, the “Series C Investors”), which agreements provided for the sale to the

Series C Investors of 15,000 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001

per share (the “Series C Preferred Stock”), at a purchase price of $1,000 per share (collectively, the “Series

C Offering”). The closing of the transactions occurred on the same day. The aggregate gross proceeds to the Company of the

Series C Offering were approximately $15.0 million.

the date of the closing (the “Effective Date”), the Company filed with the

Secretary of State of the State of Delaware a Certificate of Designations of

Preferences, Rights and Limitations of the Series C Preferred Stock (the “Series C Certificate

of Designation”), which sets forth the resolutions of the Company’s board of directors designating 15,000 shares of

Series C Preferred Stock and fixing its terms.

The

key terms of the Series C Preferred Stock are as follows:

Conversion.

Each share of Series C Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and primary market

limitations described below, into such number of shares of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), as is equal to the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of

$1,000 (as the same may be increased from time to time as more fully described below, the “Stated Value”), divided

by the conversion price in effect at the time of the conversion. The initial conversion price will be $0.3519 (which is equal to the

Minimum Price as defined in Listing Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”)), subject to adjustment

in the event of stock splits, stock dividends, and similar transactions. In addition, the Series C Preferred Stock will convert into

shares of Common Stock upon written notice from the Company, subject to the beneficial ownership and primary market limitations described

below, (i) upon the consummation of certain fundamental transactions, or (ii) at the election of the Company (A) at any time after the

twenty-four month anniversary of the issuance of such shares of Series C Preferred Stock, upon written notice given to the holders of

such shares, if the VWAP of the Common Stock has been at least $5.00 per share (subject to adjustment in the event of stock splits, stock

dividends, and similar transactions) on 20 out of 30 consecutive trading days, or (B) at any time after March 31, 2030, upon written

notice given to the holders of such shares, if the VWAP of the Common Stock is greater than the then-current conversion price.

Rank.

The Series C Preferred Stock will be senior to the Common Stock and any other class of the Company’s capital stock that is not

by its terms senior to or pari passu with the Series C Preferred Stock.

Dividends.

The holders of Series C Preferred Stock will be entitled to dividends at a rate of 20% per annum, payable in equal quarterly

installments on the last day of each calendar quarter from December 31, 2026 to March 31, 2030. Dividends shall be paid in shares of

Common Stock, valued at the initial conversion price (the number of dividend shares each quarter being fixed at 5% of the shares

issuable upon conversion of the original stated value at the original conversion price). For each dividend payable after April 1,

2027, if the market value of the dividend shares at the time of issuance (based on the average VWAP of the Common Stock during the

five days preceding the dividend payment date) is less than the number of dividend shares multiplied by the initial conversion

price, the shortfall shall be paid by adding such amount to the stated value of the Series C Preferred Stock (or, at the

Company’s election and only if permitted under the terms of the Company’s senior indebtedness, by paying such amount in

cash). A holder that converts its Series C Preferred Stock prior to any dividend payment date

will not receive any dividend that would have accrued after such date with respect to such converted Series C Preferred

Stock. In addition, the dividends will be

accelerated and paid (to the extent not previously paid) upon the consummation of certain fundamental transactions. The holders of

the Series C Preferred Stock also will be entitled to dividends equal, on an as-if-converted to shares of Common Stock basis, to and

in the same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the

Common Stock.

Liquidation.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (or any Deemed Liquidation Event as

defined in the Series C Certificate of Designation), the holders of shares of Series C Preferred Stock then outstanding will be entitled

to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders

of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) 300% of the Stated Value, plus

any dividends accrued but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series C Preferred

Stock been converted into Common Stock immediately prior to such event.

Voting.

On any matter to be acted upon or considered by the stockholders of the Company, each holder shall be entitled to vote, together with

the holders of the Common Stock, as a single class, on an “as converted” basis (after applying the beneficial ownership and

primary market limitations described below).

Restrictive

Covenants. Under the terms of the Series C Preferred Stock, the Company will be subject to certain customary restrictive covenants

regarding the incurrence of indebtedness, and the issuance of Common Stock (or securities convertible into Common Stock) at a price per

share less than the then-current conversion price.

Director

Designation Right. So long as 25% of the original Series C Preferred remains outstanding and not converted, the holders of a majority-in-interest

of the Series C Preferred Stock will have the collective right to designate one individual to be appointed to the Company’s board

of directors, subject to certain limitations and subject to the policies and procedures of the Company’s nominating and corporate

governance committee.

Beneficial

Ownership Limitation. The Company will not effect any conversion of the Series C Preferred Stock, and a holder will not have the

right to receive dividends or convert any portion of the Series C Preferred Stock, to the extent that, after giving effect to the receipt

of dividends or the conversion, the holder (together with such holder’s affiliates, and any persons acting as a group together

with such holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the Company’s outstanding

Common Stock.

Primary

Market Limitation. Unless the approval of the Company’s stockholders is not required by the applicable rules of Nasdaq for

issuances of Common Stock in excess of 19.99% of the outstanding Common Stock as of October 21, 2026 (or, if earlier, the date of the

definitive agreement for any transaction aggregated with the sale of the Series C Preferred Stock) (the “Market Limit”),

or unless the Company has obtained such approval, the Company shall not effect any conversion of the Series C Preferred Stock, including,

without limitation, any automatic conversion, and a holder shall not have the right to receive dividends on or convert any portion of

the Series C Preferred Stock, to the extent that, after giving effect to the receipt of Common Stock in connection with such dividends

or conversion, the holder would have received in excess of its pro rata share of the Market Limit.

Existing

Notes. As a result of the issuance of the Series C Preferred Stock with a conversion price below the current

conversion price under the Company’s 12.0% senior secured

convertible notes due 2029 (the “Existing Notes”), the conversion price under

the Existing Notes shall be reduced to $0.3519, the conversion price of the Series C Preferred Stock. In addition, Series C Investors

that are also holders of the Existing Notes acknowledged that the concerns underlying the event described

in Section 7(l) of the Existing Notes had been addressed as a result of the Company’s receipt of payment in

respect of Medicare claims submitted to Novitas Solutions, Inc., a Medicare Administrative Contractor designated by the Centers for Medicare

& Medicaid Services to process Medicare claims, which oversees the jurisdiction in which the Company’s laboratory in Irving,

Texas is located.

Registration

Rights. The Company and the Series C Investors also executed a registration rights agreement (the “Registration Rights Agreement”),

pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable pursuant

to the Series C Preferred Stock.

The

offer and sale of the shares of the Series C Preferred Stock, and the shares of Common Stock issuable upon conversion of, and in payment

of dividends on, the Series C Preferred Stock, are exempt from the registration requirements of the Securities Act of 1933, as amended

(the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated

thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the

investors are taking the securities for investment and not resale and the Company took appropriate measures to restrict the transfer

of the securities.

The

securities have not been registered under the Securities Act and may not be offered or sold in United States absent registration or an

exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to

buy nor shall there be any sale of these Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state or jurisdiction.

The

forgoing description of the Series C Certificate of Designation and the Registration Rights Agreement is qualified in its entirety by

reference to the full text of the forms of such documents, copies of which are filed as Exhibit 3.1 and 10.1, respectively, to this Current

Report on Form 8-K.

Item

3.03.

Material

Modification to Rights of Security Holders.

The

information set forth under Item 3.02 and Item 5.03 is incorporated herein by reference.

Item

5.03.

Amendments

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

The

information set forth under Item 3.02 is incorporated herein by reference. Pursuant to Delaware law, the filing of the Series C Certificate

of Designation had the effect of amending the Company’s certificate of incorporation.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

3.1

Form

of Certificate of Designations of Preferences, Rights and Limitations of Series C Preferred Stock.

10.1

Form of Registration Rights Agreement.

104

Cover

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

SIGNATURE

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.

Dated:

October 22, 2026

LUCID

DIAGNOSTICS INC.

By:

/s/

Dennis McGrath

Dennis

McGrath

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

LUCID

DIAGNOSTICS INC.

CERTIFICATE

OF DESIGNATIONs OF PREFERENCES,

RIGHTS

AND LIMITATIONS

SERIES

C CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

DELAWARE

GENERAL CORPORATION LAW

The

undersigned, Lishan Aklog, does hereby certify that:

1. He

is the Chief Executive Officer of Lucid Diagnostics Inc., a Delaware corporation (the “Corporation”).

2. The

Corporation is authorized to issue 20,000,000 shares of preferred stock.

3. The

following resolutions were duly adopted by the board of directors of the Corporation (the

“Board of Directors”):

WHEREAS,

the certificate of incorporation of the Corporation (the “Certificate of Incorporation”) provides for a class of its

authorized stock known as preferred stock, consisting of 20,000,000 shares, $0.001 par value per share, issuable from time to time in

one or more series;

WHEREAS,

the Board of Directors is authorized, without further stockholder approval, to establish from time to time the number of shares to be

included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications,

limitations or restrictions thereof; and

WHEREAS,

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

other matters relating to a series of the preferred stock, which shall consist of up to 15,000 shares of the preferred stock which the

Corporation has the authority to issue as Series C Convertible Preferred Stock, as follows:

NOW,

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

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

relating to such series of preferred stock as follows:

TERMS

OF PREFERRED STOCK

Section

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

“Affiliate”

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

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

“Alternate

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

“Attribution

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

“Beneficial

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

“Business

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

which such securities may hereafter be reclassified or changed.

“Common

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

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

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

“Conversion

Amount” means the sum of the Stated Value of the shares of Series C Preferred Stock then to be converted.

“Conversion

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

“Conversion

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

“Conversion

Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock

in accordance with the terms hereof.

“Conversion

Shares Registration Statement” means a registration statement that registers the resale of any Conversion Shares of the Holders,

who shall be named as “selling stockholders” therein.

“Corporation

Conversion Notice” means a notice delivered by the Company to each Holder to effect a Mandatory Conversion of all the outstanding

Series C Preferred Stock in connection with Designated Event, provided that if such Designated Event is a Fundamental Transaction, such

notice shall provide that the effective time of such Mandatory Conversion shall be immediately prior to, and conditioned on, the consummation

of the Fundamental Transaction.

“Deemed

Liquidation Event” shall have the meaning set forth in Section 5(c).

“Distribution”

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

“Dividend

Shares” shall have the meaning set forth in Section 3.

“Exchange

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

“Existing

Notes” means that certain series of 12.0% Senior Secured Promissory Notes due 2029, issued by the Company as of November 22,

2024, as the same may be amended, extended, modified or supplemented from time to time

“Fundamental

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

“Holder”

shall have the meaning given such term in Section 2.

“Initial

Permitted Conversion Date” shall have the meaning set forth in Section 6(g).

“Issuance

Date” means the date upon which a share of Series C Preferred Stock was issued.

“Junior

Stock” shall mean the Common Stock and any other class of the Corporation’s capital stock that is not by its terms expressly

senior to, or pari passu with, the Series C Preferred Stock.

“Liquidation”

shall have the meaning set forth in Section 5(a).

“Mandatory

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

“Mandatory

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

“Mandatory

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

“Mandatory

Conversion Threshold Price” shall mean $5.00, subject to adjustment as set forth herein.

“New

York Courts” shall have the meaning set forth in Section 8(d).

“Notice

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

“Optional

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

“Parity

Stock” shall mean any class of the Corporation’s capital stock that is by its terms expressly pari passu with

the Series C Preferred Stock.

“Person”

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

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

“PIK

Shares” shall have the meaning set forth in Section 3.

“Preferred

Dividend Date” means the last day of each calendar quarter between the Issuance Date and March 31, 2030, inclusive; provided

that if a Deemed Liquidation Event occurs on or prior to the last Preferred Dividend Date (i.e., March 31, 2030), the date of the occurrence

of such event shall be deemed to be the last Preferred Dividend Date and any and all dividends scheduled to be paid on a future Preferred

Dividend Date shall be accelerated and be immediately due and payable on such earlier date (subject to Section 5(a)).

“Required

Majority” means Holders holding and having the right to hold at least a majority of the shares of Common Stock issuable upon

conversion of the Series C Preferred Stock then outstanding.

“Securities”

means the Series C Preferred Stock.

“Securities

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

“Series

C Preferred Stock” means the Series C Convertible Preferred Stock, par value $0.001 per share, of the Corporation.

“Series

C Liquidation Amount” shall have the meaning set forth in Section 5(a).

“Series

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

“Share

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

“Stated

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

“Subsidiary”

means any subsidiary of the Corporation and shall, where applicable, also include any direct or indirect subsidiary of the Corporation

formed or acquired after the date of this Certificate of Designation.

“Successor

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

“Trading

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

“Trading

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

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

or the OTCQB, OTCQX or OTCPink (or any successors to any of the foregoing).

“Transaction

Documents” means this Certificate of Designation, all exhibits and schedules thereto and hereto and any other documents or

agreements executed in connection therewith.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Corporation, with a mailing

address of 1 State Street, 30th Floor, New York, NY 10004-1561, and any successor transfer

agent of the Corporation.

“VWAP”

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

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:00 p.m. (New York City time), or (b) in all other cases, the fair market value of a share of Common Stock

as determined by an independent appraiser selected in good faith by the Required Majority and reasonably acceptable to the Company, the

fees and expenses of which shall be paid by the Company.

Section

2. Designation, Amount and Par Value, Ranking. The series of preferred stock shall be designated as Series C Convertible Preferred

Stock (the “Series C Preferred Stock”) and the number of shares so designated shall be up to 15,000 (which shall not

be subject to increase without the written consent of holders of the Corporation’s Series C Preferred Stock (each a “Holder”

and collectively, the “Holders”) representing the Required Majority; provided, however, the Corporation shall have

the right to increase such number without receiving such written consent for the purpose of paying dividends with shares of Series C

Preferred Stock.) Each share of Series C Preferred Stock shall have a par value of $0.001 per share and a stated value equal to $1,000.00

(as the same may be increased from time to time pursuant to Section 3, the “Stated Value”). The Series C Preferred

Stock shall be senior to all Junior Stock with respect to dividends and, as more fully set forth in Section 5, assets distributed in

a Liquidation. It shall be pari passu with the Parity Stock, and shall be junior to any class of security that is expressly by

its terms senior and approved by the Series C Preferred Stock under Section 4. The Series C Preferred Stock shall not be redeemed for

cash and under no circumstances shall the Corporation be required to net cash settle the Series C Preferred Stock, or to pay any liquidated

damages on account of any failure to satisfy any of its obligations under this Certificate of Designation.

Section

3. Dividends. Holders of shares of Series C Preferred Stock will be entitled to receive: (a) a dividend payable on each Preferred

Dividend Date as follows: (i) a number of shares of Common Stock representing the result of (A) twenty percent (20.0%) of the number

of shares of Common Stock issuable upon conversion of the Series C Preferred Stock then held by such Holder (based on the Stated Value

of such shares as of the Issuance Date) divided by (B) four (the shares issuable under this clause (i), the “PIK Shares”),

plus (ii) in respect of any Preferred Dividend Date from and after April 1, 2027, by adding to the Stated Value of the applicable shares

of Series C Preferred Stock an amount equal to the amount, if any, by which (1) the result of (x) the number of PIK Shares issued on

such date multiplied by (y) the Conversion Price, exceeds (2) the market value of such PIK Shares (which shall be valued at the average

of the VWAP for each of the five (5) Business Days immediately prior to the applicable Preferred Dividend Date); provided that in lieu

of so increasing the Stated Value (and to the extent not prohibited under the terms of the Company’s indebtedness or otherwise),

the Company may pay such amount in cash; and (b) dividends equal, on an as-if-converted to shares of Common Stock basis, to and in the

same form as dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock.

The dividends set forth in clause (a)(i) of this Section 3 will be satisfied solely by delivery of shares of Common Stock. The dividends

set forth in clause (a) shall be accelerated and paid (to the extent not previously paid) upon the consummation of a Fundamental Transaction.

The dividends set forth in clause (a) shall be paid (to the extent accrued and not previously paid) upon the Mandatory Conversion Date.

Notwithstanding the foregoing, to the extent that a Holder’s right to participate in any dividend of PIK Shares or any stock dividend

declared on the Common Stock to which such Holder is entitled to pursuant to clause (b) of this Section 3 (“Dividend Shares”)

would result in such Holder exceeding the Beneficial Ownership Limitation and/or its pro rata portion of the Primary Market Limitation,

then such Holder shall not be entitled to participate in any such dividend to such extent (or in the beneficial ownership of any PIK

Shares or Dividend Shares as a result of such dividend to such extent) and the portion of such PIK Shares and/or Dividend Shares that

would cause such Holder to exceed the Beneficial Ownership Limitation and/or its pro rata portion of the Primary Market Limitation shall

be held in abeyance for the benefit of such Holder until such time, if ever, as such Holder’s beneficial ownership thereof would

not result in such Holder exceeding the Beneficial Ownership Limitation or its pro rata portion of the Primary Market Limitation, as

applicable.

Section

4. Voting Rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting

of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series

C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares

of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on

such matter (it being agreed and understood that in so calculating the number of votes, (1) the Beneficial Ownership Limitation shall

be applied in accordance with Section 6(e), (2) the Primary Market Limitation shall be applied in accordance with Section 6(f), and (3)

if the Conversion Price is less than the Minimum Price (as defined in the Listing Rules of The Nasdaq Stock Market LLC), the Conversion

Price shall be deemed to be the Minimum Price solely for the purposes of this Section 4). Except as provided by law or by the other provisions

of this Amended and Restated Certificate of Incorporation, holders of Series C Preferred Stock shall vote together with the holders of

Common Stock as a single class and on an as-converted to Common Stock basis. In addition, as long as at least 25% of the shares of Series

C Preferred Stock issued as of the Issuance Date are outstanding, the Corporation may not, without the consent of the Required Majority,

(a) amend, alter or repeal any provision of this Certificate of Designation in a manner that adversely affects the powers, preferences

or rights of the Series C Preferred Stock, (b) increase the number of authorized shares of Series C Preferred Stock, (c) issue, or obligate

itself to issue shares of, any additional class or series of capital stock unless the same ranks junior or pari passu to the Series C

Preferred Stock with respect to the distribution of assets on Liquidation, (d) create or authorize the creation of any debt security,

borrow money or guaranty any indebtedness, other than indebtedness evidenced by the Existing Notes or Permitted Indebtedness (as defined

in the Existing Notes), or (e) issue any Common Stock at a price per share less than the Conversion Price, or convertible securities

that are convertible into shares of Common Stock at a price per share less than the Conversion Price, other than in an Exempted Issuance

(as defined in the Existing Notes).

Section

5. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

Preferential Payments to Holders of Series C Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution

or winding up of the Corporation (a “Liquidation”) or Deemed Liquidation Event, the holders of shares of Series C

Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its

stockholders, before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, and on a pari

passu basis with holders of any Parity Stock, an amount per share equal to the greater of (i) 300% of the Stated Value, plus any

dividends accrued but unpaid thereon payable pursuant to Section 3(a) (including any accrued but unpaid dividends that are accelerated

as a result of a Deemed Liquidation Event), or (ii) such amount per share as would have been payable had all shares of Series C Preferred

Stock been converted into Common Stock pursuant to Section 6 immediately prior to such liquidation, dissolution, winding up or Deemed

Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “Series C Liquidation Amount”).

If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation

available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series C Preferred Stock the full

amount to which they shall be entitled under this subparagraph a) and to pay the holders of any Parity Stock the full amount to which

they are entitled pursuant to the terms of such Parity Stock, the holders of shares of Series C Preferred Stock and any Parity Stock

shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would

otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares

were paid in full.

Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the

Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of

Series C Preferred Stock and any Parity Stock, the remaining assets of the Corporation available for distribution to its stockholders

shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.

Deemed Liquidation Events. A “Deemed Liquidation Event” shall mean (i) a merger or consolidation in which the

Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its

capital stock pursuant to such merger or consolidation, provided, however, a Deemed Liquidation Event shall not include any such merger

or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately

prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent,

immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or

resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately

following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer,

exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary

of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale or disposition

(whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of

the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer,

exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Deemed Liquidation Event unless the

agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the

Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with the provisions hereof.

Section

6. Conversion.

Conversions at Option of Holder. Subject to Section 6(g), each share of Series C Preferred Stock shall be convertible, at any

time and from time to time, at the option of the Holder thereof, into that number of shares of Common Stock (subject to the Beneficial

Ownership Limitation set forth in Section 6(e) and any Primary Market Limitation set forth in Section 6(f)) determined by dividing the

Stated Value of such share of Series C Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation

with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”) and by surrendering such

Holder’s certificate or certificates for all such shares of Series C Preferred Stock being converted (or, if such Holder alleges

that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation

to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction

of such certificate) to the Corporation at the place designated in such notice. (For purposes hereof, the date upon which both the Notice

of Conversion is received and the certificate is surrendered (or a lost certificate affidavit and an indemnity agreement in a form acceptable

to the Corporation is received) is hereafter referred to as the “Optional Conversion Date.”) Within three (3) Trading

Days after the Optional Conversion Date, the Corporation shall issue and deliver to such Holder, or to his, her or its nominees, a certificate

or certificates for the Conversion Shares issuable upon conversion of such Holder’s Series C Preferred Stock in accordance with

the further provisions hereof. If a certificate has not been converted in full, the Corporation shall within three (3) Trading Days after

the Share Delivery Date issue to Holder a new certificate representing the shares of Series C Preferred Stock underlying the certificate

that was surrendered which were not converted. To the extent that the Beneficial Ownership Limitation contained in Section 6(e) applies

to the converting Holder, the determination of whether the Series C Preferred Stock is convertible (in relation to other securities owned

by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Series C Preferred Stock are convertible

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

determination of whether the shares of Series C Preferred Stock may be converted (in relation to other securities owned by such Holder

together with any Affiliates and Attribution Parties) and how many shares of the Series C Preferred Stock are convertible, in each case

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

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

this Section and the Company shall have no obligation to verify or confirm the accuracy of such determination.

Mandatory Conversion. At the time of conversion set forth in a Corporation Conversion Notice, which may be delivered by the Corporation

to the Holders: (i) in connection with a Fundamental Transaction, (ii) at any time after the twenty-four month anniversary of the Issuance

Date if at such time (A) a Conversion Shares Registration Statement is then effective under the Securities Act, and (B) the VWAP of the

Common Stock has equaled or exceeded the Mandatory Conversion Threshold Price for twenty (20) Business Days during any thirty (30) Business

Day period, and (ii) at any time after March 31, 2030, if at such time the VWAP of the Common Stock equals or exceeds the Conversion

Price (the “Mandatory Conversion Date” and together with an Optional Conversion Date, the “Conversion Date”;

each such event described in clauses (i) through (ii), a “Designated Event”), each outstanding share of Series C Preferred

Stock will automatically convert (subject to the Beneficial Ownership Limitation set forth in Section 6(e) and any Primary Market Limitation

set forth in Section 6(f)) into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the

Stated Value by the Conversion Price in effect on the Mandatory Conversion Date (a “Mandatory Conversion”). Any Corporation

Conversion Notice shall be delivered at least ten (10) Trading Days prior to the consummation of the Fundamental Transaction to which

it relates. Within three (3) Trading Days of (x) the Mandatory Conversion Date, if the applicable shares of Series C Preferred Stock

are held in book entry form, or (y) such Holder’s surrender of its certificated Series C Preferred Stock, if the Holder’s

Series C Preferred Stock is certificated (or, if such Holder alleges that such certificate has been lost, stolen or destroyed, a lost

certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may

be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), the Company shall deliver:

(I) to each Holder, the Conversion Shares issuable upon conversion of such Holder’s applicable shares of Series C Preferred Stock,

and (II) the PIK Shares, if any, issuable upon Mandatory Conversion under Section 3, to Holders as of the Mandatory Conversion Date;

provided that, any failure by the Holder to return certificated Series C Preferred Stock, if any, will have no effect on the Mandatory

Conversion pursuant to this Section 6(b), which Mandatory Conversion will be deemed to occur on the Mandatory Conversion Date. To the

extent that the Beneficial Ownership Limitation contained in Section 6(e) applies to any Holder, such Holder shall no less than five

Business Days, and no more than ten Business Days, prior to the Mandatory Conversion Date, provide the Company with a written determination

(a “Mandatory Conversion Determination”), delivered in accordance with Section 8, of whether such Holder’s applicable

shares of Series C Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates

and Attribution Parties) and of how many shares of Series C Preferred Stock are convertible, and the submission of a Mandatory Conversion

Determination shall be deemed to be such Holder’s determination of the maximum number of shares of Series C Preferred Stock that

may be converted, subject to the Beneficial Ownership Limitation. The portion of the shares of Common Stock issuable upon such Mandatory

Conversion hereunder that would cause such Holder to exceed the Beneficial Ownership Limitation or any Primary Market Limitation shall

be held in abeyance for the benefit of such Holder until such time, if ever, as such Holder’s beneficial ownership thereof would

not result in such Holder exceeding the Beneficial Ownership Limitation or until such time, if ever, as the Company obtains the approval

of its stockholders as required by the applicable rules of the applicable Trading Market for issuances of Common Stock in excess of any

Primary Market Limitation, as applicable. To ensure compliance with this restriction, each Holder will be deemed to represent to the

Company each time it delivers a Mandatory Conversion Determination that such determination has not violated the restrictions set forth

in Section 6(e) and the Company shall have no obligation to verify or confirm the accuracy of such determination.

Conversion Price. The conversion price for any Series C Preferred Stock shall be $0.3519, subject to adjustment herein (the “Conversion

Price”).

Mechanics of Conversion.

(i)

Delivery of Conversion Shares Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (but, in the case

of a Mandatory Conversion pursuant to a Corporation Conversion Notice, no later than immediately prior to the time of consummation of

the applicable Fundamental Transaction) (the “Share Delivery Date”), the Corporation shall deliver, or cause to be

delivered, to the converting Holder (A) Conversion Shares which shall be free of restrictive legends and trading restrictions representing

the number of Conversion Shares being acquired upon the conversion of the applicable shares of Series C Preferred Stock (assuming for

such purposes that the holding period requirement under Rule 144 promulgated under the Securities Act has been satisfied), and (B) a

bank check in the amount of accrued and unpaid dividends payable in cash, if any. The Corporation shall, at the request of the converting

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

Trust Company or another established clearing corporation performing similar functions. The Series C Preferred Stock shall not be redeemed

for cash and under no circumstances shall the Corporation be required to net cash settle the Series C Preferred Stock, or to pay any

liquidated damages on account of any failure to satisfy any of its obligations under this Certificate of Designation.

(ii)

Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion or Corporation Conversion Notice, such Conversion

Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date as required hereby, the Holder shall be

entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such

Conversion, in which event the Corporation shall promptly return to the Holder any original Series C Preferred Stock certificate delivered

to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the

rescinded Conversion Notice.

(iii)

Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Series C

Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such

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

person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection

with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the

Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or

all of the Stated Value of its Series C Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder

or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless

an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series C Preferred Stock

of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount

of one hundred fifty percent (150%) of the Stated Value of Series C Preferred Stock which is subject to the injunction, which bond shall

remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable

to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and,

if applicable, cash (for accrued and declared and unpaid dividends only), upon a properly noticed conversion.

(iv)

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

out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of, or as a dividend upon,

the Series C Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons

other than the Holder (and the other holders of the Series C Preferred Stock), not less than 60 million shares of Common Stock. The Corporation

covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid

and nonassessable and, if a Conversion Shares Registration Statement with respect to such shares of Common Stock is then effective under

the Securities Act, shall be registered for public resale in accordance with such Conversion Shares Registration Statement.

(v)

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

on the Series C Preferred Stock. As to any fraction of a share which a Holder would otherwise be entitled to upon such conversion or

in respect of any such dividend, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction

in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share of Common Stock.

(vi)

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

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

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

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

C Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or

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

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

any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar

functions) required for same-day electronic delivery of the Conversion Shares.

Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Series C Preferred Stock, including, without

limitation, a Mandatory Conversion, and a Holder shall not have the right to receive dividends hereunder or convert any portion of the

Series C Preferred Stock, to the extent that, after giving effect to the receipt of dividends hereunder or conversion set forth on the

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

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

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

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

Stock received as dividends or issuable upon conversion of the Series C Preferred Stock with respect to which such determination is being

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

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

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

to the limitation contained herein (including, without limitation, the Series C Preferred Stock) beneficially owned by such Holder or

any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,

it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with

Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith

(other than as it relates to a Holder relying on the number of shares issued and outstanding as provided by the Corporation pursuant

to this Section). In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section

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

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

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

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

Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a

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

then outstanding. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Series C Preferred

Stock held by the applicable Holder. A Holder, upon at least sixty-one (61) days advance notice to the Corporation, may terminate, increase

or decrease the Beneficial Ownership Limitation provisions of this Section 6(e); provided, however, that the Holder shall not be entitled

to increase or terminate the limitation contained in this Section 6(e) if the Holder has acquired (or if any of the Holder’s Attribution

Parties has indirectly acquired) the Series C Preferred Stock with the purpose or effect of changing or influencing the control of the

Corporation. Notwithstanding the foregoing, at any time following the receipt by a Holder of a Corporation Conversion Notice in connection

with a Fundamental Transaction, the Holder may waive and/or change the Beneficial Ownership Limitation effective immediately prior to

the time of consummation of the applicable Fundamental Transaction upon written notice to the Corporation and may reinstitute a Beneficial

Ownership Limitation at any time thereafter effective immediately upon written notice to the Corporation. The limitations contained in

this Section 6(e) shall apply to a successor holder of Series C Preferred Stock.

Primary Market Limitation. Unless the approval of the Corporation’s stockholders is not required by the applicable rules

of the applicable Trading Market for issuances of Common Stock in excess of the Primary Market Limitation (as defined below), or the

Corporation has obtained such approval, the Corporation shall not effect any conversion of the Series C Preferred Stock, including, without

limitation, a Mandatory Conversion, and a Holder shall not have the right to receive dividends hereunder or convert any portion of the

Series C Preferred Stock, to the extent that, after giving effect to the receipt of dividends hereunder or conversion set forth on the

applicable Notice of Conversion or Corporation Conversion Notice, the Holder would have received in respect of its shares of Series C

Preferred Stock in excess of its pro rata share of the Primary Market Limitation (as defined below). For purposes of the foregoing sentence,

the Holder’s pro rata share of the Primary Market Limitation shall be equal to (i) the original purchase price paid to the Corporation

for all the shares of Series C Preferred Stock acquired by the Holder (and not subsequently disposed of, other than pursuant to a conversion

hereunder), divided by (ii) the aggregate original purchase price paid to the Corporation for all the outstanding shares of Series C

Preferred Stock and all other securities aggregated with the Series C Preferred Stock for the purposes of the applicable rules of the

applicable Trading Market. The “Primary Market Limitation” shall be 19.99% of the number of shares of the Common Stock

outstanding immediately before the first sale of Series C Preferred Stock (or the first sale of any other securities aggregated with

the Series C Preferred Stock for the purposes of the applicable rules of the applicable Trading Market, if earlier). The limitations

contained in this paragraph shall apply to a successor holder of the Series C Preferred Stock.

Section

7. Certain Adjustments.

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

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

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

upon conversion of, or payment of a dividend on, this Series C Preferred Stock), (ii) subdivides outstanding shares of Common Stock into

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

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

Corporation, then each of the Conversion Price and the Mandatory Conversion Threshold Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately

before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

Pro Rata Distributions. During such time as this Series C Preferred Stock is outstanding, if the Corporation declares or makes

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

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

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

at any time after the issuance of this Series C Preferred Stock, then, in each such case, the Holder shall be entitled to participate

in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of

Common Stock acquirable upon complete conversion of this Series C Preferred Stock (without regard to any limitations on conversion hereof,

including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result

in the Holder exceeding the Beneficial Ownership Limitation or any Primary Market Limitation, then the Holder shall not be entitled to

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

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

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or any Primary Market Limitation).

Fundamental Transaction. If, at any time while this Series C Preferred Stock is outstanding and other than in connection with

a Liquidation, including a Deemed Liquidation Event, (i) the Corporation, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Corporation with or into another Person, (ii) any, direct or indirect, purchase offer, tender

offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted

to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent

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

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

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

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires

more than fifty percent (50%) of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person

or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase

agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion

of this Series C Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable

upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the

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

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

for which this Series C Preferred Stock is convertible immediately prior to such Fundamental Transaction. For purposes of any such conversion,

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

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

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

components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to

be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any conversion of this Series C Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the

foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate

of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions

and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any

successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents

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

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

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

Entity evidenced by a written instrument substantially similar in form and substance to this Series C Preferred Stock which is convertible

for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common

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

of this Series C Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price

hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such

Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price

being for the purpose of protecting the economic value of this Series C Preferred Stock immediately prior to the consummation of such

Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental

Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,

the provisions of this Certificate of Designation and the other Transaction Documents referring to the “Corporation” shall

refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations

of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor

Entity had been named as the Corporation herein.

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

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

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

Notice to the Holders.

(i)

Adjustment to Conversion Price. Whenever the Conversion Price or the Mandatory Conversion Threshold Price is adjusted pursuant

to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price

or the Mandatory Conversion Threshold Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(ii)

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

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

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

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

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

of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted

into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency

maintained for the purpose of conversion of this Series C Preferred Stock, and shall cause to be delivered to each Holder at its last

address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable record

or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,

distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

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

such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date

as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock

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

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

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

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

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

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

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

Section

8. Miscellaneous.

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

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

overnight courier service, addressed to the Corporation, at 360 Madison Avenue, 25th Floor, New York, NY 10017, Attention: Chief Executive

Officer, e-mail address of la@pavmed.com or such other e-mail address or address as the Corporation may specify for such

purposes by notice to the Holders delivered in accordance with this Section 8. Any and all notices or other communications or deliveries

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

recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing

on the books of the Corporation, or if no such facsimile number, e-mail address or address appears on the books of the Corporation, at

the principal place of business of such Holder, as set forth herein. Any notice or other communication or deliveries hereunder shall

be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered electronically

prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication

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

the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual

receipt by the party to whom such notice is required to be given.

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

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

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

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

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

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

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

and of the ownership hereof reasonably satisfactory to the Corporation.

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

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

principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense

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

directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New

York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive

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

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

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

York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. 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 via registered

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

Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each

party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any

legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party

shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such

action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the

investigation, preparation and prosecution of such action or proceeding.

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

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

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

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

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

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

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

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

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

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

maximum rate of interest permitted under applicable law.

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

shall be made on the next succeeding Business Day.

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

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

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

Offering. If any shares of Series C Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall

resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series C Preferred Stock.

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

RESOLVED,

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

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

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

WITNESS WHEREOF, the undersigned have executed this Certificate this 21st day of October, 2026.

Name:

Dr. Lishan Aklog

Title:

Chairman and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is made and entered into effective as of the date set forth on the

Company’s signature page hereto (the “Effective Date”) between Lucid Diagnostics Inc., a Delaware corporation

(the “Company”), and the persons who have executed a signature page hereto (each, a “Purchaser”

and collectively, the “Purchasers”). Unless otherwise defined herein, capitalized terms have the meanings ascribed

to them in Section 1 of this Agreement. This Agreement is Exhibit B in a package of documents (the “Subscription Package”)

delivered by the Company in connection with the solicitation of subscriptions in the Offering.

RECITALS

WHEREAS,

the Company is conducting a private placement offering (the “Offering”) of a maximum of 15,000 Series C Preferred

Shares ($15,000,000); and

WHEREAS,

in connection with the Offering, the Company agreed to provide certain registration rights related to the shares of Common Stock issuable

upon conversion of, and as a dividend on, the Series C Preferred Shares (the “Covered Shares”) on the terms set forth

herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties

mutually agree as follows:

1. Certain

Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Agreement”

has the meaning given it in the preamble to this Agreement.

“Allowed

Delay” has the meaning given it in Section 2(c)(ii) of this Agreement.

“Approved

Market” means the Over-the-Counter Bulletin Board, the OTC Markets, the Nasdaq Stock Market, the New York Stock Exchange or

the NYSE American.

“Blackout

Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies

the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 3(f) hereof, to suspend

offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines

(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,

or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information

which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that

the filing of the Registration Statement, or any amendment or supplement thereto, or the taking of steps to make such Registration Statement

effective, or the distribution of the Registrable Securities to be covered by such Registration Statement, would be seriously detrimental

to the Company or its stockholders and ending on the earlier of (1) the date upon which the event commencing the Blackout Period is disclosed

in the Registration Statement, or an amendment or supplement thereto, or ceases to be material and (2) such time as the Company notifies

the selling Holders that the Company will no longer delay such filing of the Registration Statement, or amendment or supplement thereto,

will recommence taking steps to make such Registration Statement effective, or will allow the distribution pursuant to such Registration

Statement to resume.

Registration Rights Agreement - 1

“Commission”

or “SEC” means the U.S. Securities and Exchange Commission or any other applicable federal agency at the time administering

the Securities Act.

“Common

Stock” means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other

equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration

of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other

such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws

of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization

to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately

after such merger, consolidation, reorganization or sale, holders of Series C Preferred Shares or Covered Shares receive equity in such

surviving company in exchange for their Series C Preferred Shares or Covered Shares.

“Company”

has the meaning given it in the preamble to this Agreement.

“Covered

Shares” has the meaning given it in the recitals of this Agreement.

“Effective

Date” has the meaning given it in the preamble to this Agreement.

“Effectiveness

Deadline” means the date that is sixty (60) days after the Registration Filing Date.

“Effectiveness

Period” has the meaning given it in Section 2(a) of this Agreement

“Exchange

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

“Existing

Registration Rights Agreements” means any registration rights agreement executed on or prior to, and effective as of, the Effective

Date.

“Holder”

means a Purchaser or any permitted transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who

agrees to become bound by the provisions of this Agreement in accordance with Section 6 and any transferee or assignee thereof to whom

a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in

accordance with Section 6.

“Legend

Removal Certificate” has the meaning given it in Section 3(l) of this Agreement.

“Legend

Removal Shares” has the meaning given it in Section 3(l) of this Agreement.

Registration Rights Agreement - 2

“Majority

Holders” means at any time holders of at least a majority of the Registrable Securities (on an as converted basis).

“MNPI”

means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act, which shall, in any case,

include the receipt of the notice pursuant to Section 2(c) and the information contained in such notice.

“Piggyback

Registration” means, in any registration of Common Stock as set forth in Section 2(d), the ability of holders of Registrable

Securities to include Registrable Securities in such registration.

The

terms “register,” “registered,” and “registration” refer to a registration effected

by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness

of such registration statement.

“Registrable

Securities” means (i) the Covered Shares issued or issuable upon conversion of, or as a dividend on, the Series C Preferred

Shares, and (ii) any capital stock of the Company issued or issuable with respect to the Covered Shares as a result of any stock split,

stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion of the Series

C Preferred Shares.

“Registration

Filing Date” means the earlier of (i) date that the Registration Statement is filed with the Commission or (ii) one hundred

twenty (120) days after the date of the Initial Closing of the Offering.

“Registration

Statement” means the registration statement that the Company is required to file pursuant to Section 2(a) of this Agreement

to register the Registrable Securities.

“Rule

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

or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.

“Rule

415” means Rule 415 promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time,

or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.

“Securities

Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the

rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Series

C Preferred Stock” or “Series C Preferred Shares” means the Company’s Series C Convertible Preferred

Stock, par value $0.001 per share, sold at the Initial Closing (as defined in the Subscription Agreement), or any separate sub-series

with an alternative sub-series title (Series C-2, Series C-3, etc.) and a different conversion price, issued at an Additional Closing

(as defined in the Subscription Agreement). Other than with respect to the conversion price, the terms of each sub-series of Series C

Preferred Stock will be identical in all respects.

“Subscription

Agreement” means the Subscription Agreement attached as Exhibit A to the Subscription Package.

“Subscription

Package” has the meaning given it in the preamble to this Agreement.

Registration Rights Agreement - 3

2. Registration.

(a) Mandatory

Registration. Not later than the Registration Filing Date, the Company shall file with the Commission a Registration Statement on

Form S-1, Form S-3 or any other appropriate form, relating to the resale by the Holders of all of the Registrable Securities, and subject

to any Allowable Delay or Blackout Period, the Company shall use commercially reasonable efforts to cause such Registration Statement

to be declared effective by the Commission as soon as practicable thereafter, but in no event later than the Effectiveness Deadline and

shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all

Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be

sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion

letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness

Period”). The Registration Statement may serve as a post-effective amendment to the registration statement for the Initial

Covered Shares, and include a combined prospectus for both offerings, pursuant to Rule 429 of the Securities Act. The registration rights

under this Section 2 shall not apply or be available with respect to the officers and directors of the Company and their affiliates.

(b) 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 Holders based on the number of Registrable

Securities held by each Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase

thereof is declared effective by the SEC. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable

Securities or Series C Preferred Stock convertible into Registrable Securities, otherwise than in a sale pursuant to the Registration

Statement, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such

Registration Statement for such transferor. Except as described in Section 2(a), in no event shall the Company include any securities

other than Registrable Securities on any Registration Statement without the prior written consent of the Majority Holders.

of Included Securities; Suspension of Registration Statement.

(i) If

the Commission allows the Registration Statement to be declared effective at any time before or after the Effectiveness Date, subject

to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason is the Commission’s determination

that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415

may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable

Securities must be named as an underwriter (and such Holder does not agree to be so named), the Holders understand and agree the Company

may reduce, on a pro rata basis (or on such other basis as is necessary to avoid such a determination by the Commission), the total number

of Registrable Securities to be registered on behalf of each such Holder. In the case of any such pro rata reduction, the number of Registrable

Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered

Covered Shares. In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement

is declared effective by the Commission until such time as: (A) all Registrable Securities have been registered pursuant to an effective

Registration Statement, (B) the Registrable Securities may be resold without restriction pursuant to SEC Rule 144 of the Securities Act

or (C) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions

of this paragraph may apply to more than one Registration Statement; and

Registration Rights Agreement - 4

(ii) For

not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, and during

any Blackout Period, the Company may suspend the use of any prospectus included in any Registration Statement contemplated by this Section

in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning

the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company

or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall

not include an 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 or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact

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

connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing

of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, that the Company shall promptly

(a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder)

disclose to such Holder any MNPI giving rise to an Allowed Delay, (b) advise the Holders in writing to cease all sales under the Registration

Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as

reasonably practicable or, in the event of a Blackout Period, as promptly as reasonably practicable following the Blackout Period.

(d) Piggyback

Registration Rights. In addition to the Company’s agreement pursuant to Section 2(a) above, if the Company shall, at any time

during the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold

by Holders, determine (i) to register for sale any of its Common Stock in an underwritten offering, or (ii) to file a registration statement

covering the resale of any shares of the Common Stock held by any of its stockholders (other than (w) any registration statement on Form

S-8 or Form S-4, (x) any registration statement for an offering pursuant to Rule 415(a)(1)(x) under the Securities Act, except to the

extent a prospectus for an immediate underwritten offering or a prospectus covering the resale of any shares of the Common Stock held

by any of its stockholders, in each case meeting the requirements of Section 10(a) of the Securities Act, is included therein at the

initial effective time thereof, (y) any registration statement filed as contemplated by Section 2(a) above, and (z) any registration

statement filed as contemplated by the Existing Registration Rights Agreements), the Company shall provide written notice to the Holders,

which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement

(the “Company Notice”). In that event, the right of any Holder to include the Registrable Securities in such a registration

shall be conditioned upon such Holder’s written request to participate which shall be delivered to the Company within ten (10)

calendar days after the Company Notice, as well as such Holder’s participation in such underwriting (if applicable, for purposes

of this paragraph) and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.

All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any

other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary

form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines

that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten,

the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all

Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated

to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may

be included in the registration and underwriting, if any. The number of Registrable Securities to be included in such registration and

underwriting shall be allocated first to the Company, then to selling stockholders who are participating pursuant to the Existing Registration

Rights Agreements, and then to all other selling stockholders, including the Holders, who have requested to sell in the registration

on a pro rata basis according to the number of shares requested to be included therein. If any Holder disapproves of the terms of any

such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice

to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such

information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall

be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable

Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement.

The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration,

whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company

shall not be required to register any Registrable Securities pursuant to this Section 2(d) that are eligible for resale pursuant to Rule

144 without restriction (including, without limitation, volume restrictions) or that are the subject of a then-effective Registration

Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion.

Registration Rights Agreement - 5

(e) Market

Stand Off. In connection with any underwritten offering of equity securities of the Company (subject to the Company’s compliance

with Section 2(d)), if requested by the managing underwriter, each Holder agrees that it shall not transfer any shares of Common Stock,

Series C Preferred Stock or other equity securities of the Company (other than those included in such underwritten offering pursuant

to this Agreement), without the prior written consent of the Company and the managing underwriter, during the 90-day period (or such

shorter time agreed to by the managing underwriters) beginning on the date of pricing of such offering (the “Lock-Up Period”),

except as expressly permitted by such lock-up agreement or in the event the managing underwriters otherwise consent in writing. Each

Holder agrees to execute a customary lock-up agreement in favor of the underwriters to such effect (in each case on substantially the

same terms and conditions as the directors, executive officers and/or other stockholders of the Company). During the Lock-Up Period,

the Company will not be obligated to include any Registrable Securities that are then subject to such a lock-up agreement in any subsequent

registration statement pursuant to Section 2(d).

3. Registration

Procedures for Registrable Securities. The Company will keep each Holder reasonably advised as to the filing and effectiveness of

the Registration Statement. At its expense with respect to the Registration Statement, the Company will:

(a) prepare

and file with the Commission with respect to the Registrable Securities, a Registration Statement on Form S-1, Form S-3, or any other

form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for

the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its commercially reasonable

efforts to cause such Registration Statement to become effective and remain effective during the Effectiveness Period, in each case except

during an Allowable Delay or a Blackout Period. Thereafter, the Company shall be entitled to withdraw such Registration Statement and

the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to

the respective Registration Statement (or any prospectus relating thereto);

(b) if

the Registration Statement is subject to review by the Commission, respond in a commercially reasonable manner to all comments and diligently

pursue resolution of any comments to the satisfaction of the Commission;

and, except during an Allowable Delay or a Blackout Period, file with the Commission such amendments and supplements to such Registration

Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period;

(d) furnish,

without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of

such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement

thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including

each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably request,

in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to consummate the

disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

(e) use

its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions

as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be necessary for the marketability

of the Registrable Securities (such request to be made by the time the applicable Registration Statement is deemed effective by the Commission)

and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable

Securities owned by such Holder; provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction

where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction,

or (iii) consent to general service of process in any such jurisdiction;

Registration Rights Agreement - 6

(f) notify

each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities

Act, of the happening of any event (as promptly as practicable after becoming aware of such event), which comes to the Company’s

attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended

or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company shall promptly

thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under

the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain

an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading, unless suspension of the use of such prospectus otherwise is authorized

herein (including, without limitation, in the case of an Allowed Delay) or in the event of a Blackout Period, in which case no supplement

or amendment need be furnished (or Exchange Act filing made) until as promptly as reasonably practicable after the termination of such

suspension or Blackout Period;

(g) comply,

and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with

all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration

Statement;

(h) as

promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant

to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration

Statement;

(i) use

its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be listed or quoted

on such Approved Market on which securities of the same class or series issued by the Company are then listed or quoted;

(j) provide

a transfer agent and registrar, which may be a single entity, for the shares of Common Stock registered hereunder;

(k) though

the Registrable Securities will be issued in book entry form, if requested by the Holders, cooperate with the Holders to facilitate the

timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration

Statement, which certificates shall be free, to the extent permitted by applicable law, of all restrictive legends, and to enable such

Registrable Securities to be in such denominations and registered in such names as any such Holders may request;

Registration Rights Agreement - 7

(l) use

commercially reasonable efforts to (i) cause its legal counsel, at the Company’s expense, (a) to issue to the transfer agent for

the Common Stock, within a reasonable period of time after the Effective Date, a “blanket” legal opinion in customary form

to the effect that the Registrable Securities covered by the Registration Statement have been registered for resale under the Securities

Act and, if such counsel has requested and received a signed certificate (a “Legend Removal Certificate”) from a Holder

of the Registrable Securities, may then be reissued without any legend or restriction relating to their status as “restricted securities”

as defined in Rule 144 (“Legend Removal Shares”) upon resale pursuant to such Registration Statement; and (b) promptly

to amend such opinion to cause the Registrable Securities to be Legend Removal Shares after later receipt of a Legend Removal Certificate

from the Holder, and (ii) cause the transfer agent for the Common Stock to issue such Registrable Securities without any such legend

within three (3) trading days after the transfer agent’s receipt of such legal opinion or amendment thereto with respect to Legend

Removal Shares or otherwise within three (3) trading days after the transfer agent’s receipt of evidence in customary form that

the Registrable Securities have been sold pursuant to an effective resale registration statement under the Securities Act, as certificates,

DRS Statements or electronic book entry positions, as requested by a Holder; and

(m) take

all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant

to the Registration Statement.

4. Suspension

of Offers and Sales. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind

described in Sections 2(c)(ii), 3(f) or 3(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition

of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented

or amended prospectus contemplated by Sections 2(c)(ii) or 3(f) hereof, or the lifting of any stop order or suspension of effectiveness

as described in Section 3(h) hereof, or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall

deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent

file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt

of such notice.

5. Registration

Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation,

all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws,

the reasonable fees and expenses, not to exceed $10,000 of one special counsel to the selling Holders and the fees and disbursements

of counsel for the Company and of its independent accountants; provided, that, in any registration, each party shall pay for its own

underwriting discounts and commissions and transfer taxes. Except as provided in this Section 5 and Section 8, the Company shall not

be responsible for the expenses of any attorney or other advisor employed by a Holder.

6. Assignment

of Rights. The rights under this Agreement shall be automatically assignable by the Holders to any transferee of all or any portion

of such Holder’s Registrable Securities, other than a transfer pursuant to a Registration Statement or Rule 144, if: (i) the Holder

agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company promptly

after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice

of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are

being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by

the transferee or assignee is restricted under the Securities Act and applicable state securities laws; and (iv) at or before the time

the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with

the Company to be bound by all of the provisions contained herein.

Registration Rights Agreement - 8

7. Information

by Holder. A Holder with Registrable Securities included in any registration shall furnish to the Company (and any managing underwriter(s),

where applicable) such information regarding itself, the Registrable Securities held by it, the intended method of disposition of such

securities, and such other information as shall be required in order to comply with any applicable law or regulation in connection with

the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s

Registrable Securities and referred to in this Agreement. A form of Selling Stockholder Questionnaire is attached to this Agreement.

8. Indemnification.

(a) In

the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and

hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates

as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control

with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages

or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling

person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such losses, claims,

damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are

based upon (1) in the case of any registration statement prepared and filed by the Company under which Registrable Securities were registered

under the Securities Act, if such registration statement contained an untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein not misleading or (2) in the case of any preliminary prospectus,

final prospectus or summary prospectus contained in such registration statement, or any amendment or supplement thereto, if such preliminary

prospectus, final prospectus or summary prospectus includes an untrue statement of a material fact or omits to state a material fact

necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, or any violation

by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities

Act, the Exchange Act or any state securities law in connection with this Agreement; and the Company shall reimburse the Holder, and

each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably and actually

incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding;

provided, that such indemnity agreement found in this Section 8(a) shall in no event exceed the net proceeds from the Offering received

by the Company; and provided further, that the Company shall not be liable in any such case to the extent that any such loss, claim,

damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) such Holder’s failure

to comply with the prospectus delivery requirements of the Securities Act, (ii) such Holder’s breach of its obligations under Section

4, or (iii) an untrue statement in or omission from such registration statement, or any such preliminary prospectus, final prospectus,

summary prospectus, amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company

by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed

method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use

therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or

any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

Registration Rights Agreement - 9

(b) As

a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to

be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its

directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act,

against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling

person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, to the extent arising out of

or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act, (y)

such Holder’s breach of its obligations under Section 4, or (z) (1) in the case of any registration statement prepared and filed

by the Company under which Registrable Securities were registered under the Securities Act, if such registration statement contained

an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements

therein not misleading or (2) in the case of any preliminary prospectus, final prospectus or summary prospectus contained in such registration

statement, or any amendment or supplement thereto, such preliminary prospectus, final prospectus or summary prospectus includes an untrue

statement of a material fact or omits to state a material fact necessary in order to make the statements, in the light of the circumstances

under which they were made, not misleading, to the extent, but only to the extent, that such untrue statements or omissions referred

to in (z)(1) or (z)(2) above are in reliance upon and in conformity with information furnished in writing to the Company by such Holder

expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution

of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use therein. Each Holder’s

obligation to indemnify shall be individual, not joint and several, and in no event shall the liability of any selling Holder hereunder

be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving

rise to such indemnification obligation.

after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this

Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying

party, give written notice to the indemnifying party of the commencement of such action; provided, that the failure of any indemnified

party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section, except to the

extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against

an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably

satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to

assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently

incurred by the indemnified party in connection with the defense thereof, unless in such indemnified party’s reasonable judgment

a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the

defenses thereof or the indemnifying party fails to defend such claim in a diligent manner. If, in such indemnified party’s reasonable

judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption

of the defenses thereof, the indemnified party (together with all other indemnified parties that may be represented without conflict

by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying

party. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying

party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed),

consent to entry of any judgment or enter into any settlement, unless such consent to entry of judgment or settlement includes as an

unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect

of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth

above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

Registration Rights Agreement - 10

(d) If

an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case of the

expense reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b) shall be

made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses,

losses, damages, or liabilities are incurred provided that the indemnifying party is provided appropriate documentation.

(e) If

the indemnification provided for in Sections 8(a) and 8(b) is held by a court of competent jurisdiction to be unavailable to an indemnified

party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying

such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss,

liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one

hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if

the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than

the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but

also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any

other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

Registration Rights Agreement - 11

9. Rule

144. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that

may at any time permit the Holders to sell the Registrable Securities to the public without registration, during the Effectiveness Period,

the Company agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood

in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities

registered under the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Holder owns any Registrable Securities,

to furnish in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements

of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Holder a copy of the most recent annual or quarterly

report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder

of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect

to the sale of any Registrable Securities by a Holder pursuant to Rule 144 and subject to Holder providing necessary documentation to

demonstrate satisfaction of the requirements of such rule, to promptly furnish, without any charge to such Holder, a written legal opinion

of its counsel to facilitate such sale and, if necessary, instruct its transfer agent in writing that it may rely on said written legal

opinion of counsel with respect to said sale and (v) undertake any additional actions commercially necessary to maintain the availability

of Rule 144.

10. Independent

Nature of Each Purchaser’s Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not

joint with the obligations of any other Purchaser, and each Purchaser shall not be responsible in any way for the performance of the

obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant hereto,

shall be deemed to constitute such Purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create

a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions

contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation

the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in

any proceeding for such purpose.

11. Miscellaneous.

(a) Governing

Law. 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 choice of law or conflict of law 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 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. If any

provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect

the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision

of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, 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.

Registration Rights Agreement - 12

(b) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including

recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree

that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,

permitted transferees and assignees, executors and administrators of the parties hereto.

(d) No

Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement,

into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement

or otherwise conflicts with the provisions hereof.

(e) Entire

Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects

hereof.

(f) Notices,

etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient

if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier

or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall

be deemed to have been delivered as of the date so delivered:

to the Company to:

Lucid

Diagnostics Inc.

360

Madison Avenue, 25th Floor

New

York, New York 10017

Attention:

Lishan Aklog, M.D., Chairman and Chief Executive Officer

E-mail:

la@luciddx.com

Registration Rights Agreement - 13

With

a copy (which shall not constitute notice) to:

Graubard

Miller

The

Chrysler Building

405

Lexington Avenue, 44th Floor

New

York, New York 10174

Attention:

Eric Schwartz

E-mail:

eschwartz@graubard.com

to the Purchasers:

each Purchaser at the address set forth on the omnibus signature page or at such other address as any party shall have furnished to the

Company in writing.

(g) Delays

or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the

Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of

any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver

of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,

consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on

the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent

specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall

be cumulative and not alternative.

(h) Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing

such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile

transmission or electronic transmission via .PDF file, such signature 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 facsimile or electronic signature page were

an original thereof.

(i) Severability.

In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of

the remaining provisions shall not in any way be affected or impaired thereby.

(j) Amendments.

The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be

waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders. The Purchasers acknowledge

that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights of the Holders

under this Agreement.

(k) Omnibus

Signature Page. This Agreement is intended to be read and construed in conjunction with the Subscription Agreement. Accordingly,

pursuant to the terms and conditions of this Agreement and the Subscription Agreement, it is hereby agreed that the execution by the

Purchaser of the Omnibus Signature Page to Subscription Agreement and Registration Rights Agreement (attached as Exhibit F to

the Subscription Package), in the place set forth therein, shall constitute agreement to be bound by the terms and conditions hereof

and the terms and conditions of this Agreement and the Subscription Agreement, with the same effect as if each of such separate but related

agreements were separately signed. The Company shall separately sign both this Agreement and the Subscription Agreement.

Registration Rights Agreement - 14

This

Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

LUCID DIAGNOSTICS INC.

By:

Name:

Lishan Aklog, M.D.

Title:

Chairman and Chief Executive Officer

Dated:

EACH

PURCHASER’S OMNIBUS SIGNATURE PAGE THAT IS DELIVERED IN CONNECTION WITH THE OFFERING SHALL CONSTITUTE SUCH PURCHASER’S SIGNATURE

TO THIS REGISTRATION RIGHTS AGREEMENT.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.3

Cover

Oct. 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 21, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-40901

Entity Registrant Name

LUCID

DIAGNOSTICS INC.

Entity Central Index Key

0001799011

Entity Tax Identification Number

82-5488042

Entity Incorporation, State or Country Code

Entity Address, Address Line One

360

Madison Avenue

Entity Address, Address Line Two

25th Floor

Entity Address, City or Town

New

York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

(917)

Local Phone Number

813-1828

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, Par Value $0.001 Per Share

Trading Symbol

LUCD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration