Form 8-K

8-K — VSEE HEALTH, INC.

Accession: 0001185185-26-003211

Filed: 2026-07-31

Period: 2026-06-30

CIK: 0001864531

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — vsee8k073026.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (vseeex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (vseeex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: vsee8k073026.htm · Sequence: 1

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0001864531

2026-06-30

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VSEE:CommonStock0.0001ParValuePerShareMember

2026-06-30

0001864531

VSEE:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember

2026-06-30

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2026 (June 30, 2026)

VSEE HEALTH,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41015

86-2970927

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

980 N Federal Hwy #304

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (561) 672-7068

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))

Title of each class

Trading Symbol

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

VSEE

The Nasdaq Stock Market LLC

Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share

VSEEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Labrys Convertible Promissory Note Financing

On June 30, 2026, VSee Health, Inc., a Delaware

corporation (the “Company”), entered into a securities purchase agreement (the “Labrys SPA”) with an institutional

investor (“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in

the aggregate principal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labrys

Note is subject to a one-time interest charge of twelve percent (12%) that guaranteed and earned in full as of the issue date of the Labrys

Note. The Labrys Note is due and payable on June 30, 2027. The Company has the right to accelerate payments or prepay the Labrys Note

at any time prior to the date that is one hundred eighty-one (181) calendar days after its issuance date, in an amount of cash equal to

a certain percentage of the then outstanding principal amount of the Labrys Note plus any accrued and unpaid interest on the unpaid amount

of the Labrys Note, which will be based on the date of the prepayment of the Labrys Note. If, at any time after its issuance date and

prior to full repayment, the Company or any of its subsidiaries receive cash proceeds from any source or series of related or unrelated

sources on or after the issue date of the Labrys Note, including but not limited to, from payments from customers, the issuance of equity

or debt, the incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transactions, the conversion of outstanding

warrants of the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note), or the sale

of assets, Labrys has the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay

all or any portion of the outstanding principal amount and interest then due under the Labrys Note. The Labrys Note is convertible into

shares of the Company’s common stock at any time following the last of the following the earlier of (i) the date that the Company

fails to pay any Amortization Payment (as defined in the Labrys Note), (ii) the date which is one hundred eighty (180) days following

the date of its issuance; and (iii) the date that any of the Conversion Shares (as defined in the Labrys SPA) are registered for Labrys’

resale pursuant to a registration statement or prospectus filed by the Company, except where such conversion would result in beneficial

ownership by Labrys and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. The conversion price

of the Labrys Note is equal to seventy-five percent (75%) of the lowest closing bid price of the Company’s common stock during the

ten (10) trading days prior to the date a notice of conversion is submitted in writing to the Company.

The foregoing descriptions of the Labrys SPA and

Labrys Note do not purport to be complete and are qualified in their entirety by reference to the Labrys SPA and Labrys Note, which are

filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

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

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

The Labrys Note, including the shares of common

stock issuable upon conversion thereof, will be issued in transactions exempt from registration under Section 4(a)(2) of the Securities

Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and

sale of such securities do not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act,

and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto

is an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Securities Purchase Agreement, dated as of June 30, 2026, by and between VSee Health, Inc. and an institutional investor.

10.2

Unsecured Convertible Promissory Note, dated June 30, 2026.

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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: July 31, 2026

VSEE HEALTH, INC.

By:

/s/ Imoigele Aisiku

Name:

Imoigele Aisiku

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: vseeex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE

AGREEMENT (the “Agreement”), dated as of June 30, 2026, by and between VSee Health, Inc., a Delaware corporation,

with headquarters located at 980 N Federal Hwy, #304, Boca Raton, FL 33432 (the “Company”), and LABRYS FUND II, L.P.,

a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boca Raton, FL 33432 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer

are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of

the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange

Commission (the “SEC”) under the 1933 Act;

B. Buyer desires to purchase

from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a

promissory note of the Company, in the aggregate principal amount of $336,000.00 (as the principal amount thereof may be increased pursuant

to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto

in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares

of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations

and conditions set forth in such Note; and

C. The Buyer wishes to purchase,

upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth in this Agreement.

NOW THEREFORE, in consideration

of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

1. Purchase and Sale of Note.

a. Purchase of Note.

On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company,

the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other than a Saturday,

Sunday, or a day on which commercial banks in the State of Delaware are authorized or required by law or executive order to remain closed.

b. Form of Payment.

On the Closing Date: (i) the Buyer shall pay the purchase price of $300,000.00 (the “Purchase Price”) for the Note, to be

issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance

with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed

Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold (i) $5,000.00

from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions contemplated by this Agreement and (ii)

$4,000.00 from the Purchase Price to be paid to Labrys II Management, LLC to cover the Holder's due diligence costs in connection with

the transactions contemplated by this Agreement.

c. Closing Date. Subject

to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the

issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the Purchase Price

for the Note is paid by Buyer pursuant to terms of this Agreement.

d. Closing. The closing

of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may

be agreed to by the parties (including via exchange of electronic signatures).

2. Buyer’s Representations

and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

a. Investment Purpose.

As of the Closing Date, the Buyer is purchasing the Note (the Note and shares of Common Stock issuable upon conversion of or otherwise

pursuant to the Note (the “Conversion Shares”) shall collectively be referred to herein as the “Securities”) for

its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted

from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any

of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance

with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor

Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited

Investor”).

c. Reliance on Exemptions.

The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration

requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the

Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth

herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d. Information. The

Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials

relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which

have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding

will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the

foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will not

disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify,

amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

e. Governmental Review.

The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or

made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale.

The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any

applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective

registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of

counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions

of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant

to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to

an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the

Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor,

(d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation

S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost

of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions,

which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance

with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the

seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may

require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither

the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or

to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained

herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement

secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,

and the Buyer in effecting such pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise

make any delivery to the Company pursuant to this Agreement or otherwise.

g. Legends. The Buyer

understands that until such time as the Note and/or Conversion Shares have been registered under the 1933 Act or may be sold pursuant

to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following

form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER THE ISSUANCE AND SALE OF

THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT

OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT

REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION

UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN

OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above

shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such

legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock

to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”),

if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration

statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption

without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or

the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(l) hereof) to the effect that a public

sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company

so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated

with any such issuance. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend

has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept

the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such

as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined in the Note), it will be considered an

Event of Default pursuant to Section 3.2 of the Note.

h. Authorization; Enforcement.

This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer, and

this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as enforcement

may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally

and except as may be limited by the exercise of judicial discretion in applying principles of equity.

3. Representations and Warranties

of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

a. Organization and Qualification.

The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing

under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority (corporate and other) to own,

lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The SEC

Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and

each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which

its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure

to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material

adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken

as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

“Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns,

directly or indirectly, any equity or other ownership interest.

b. Authorization; Enforcement.

The Company and Subsidiaries have all requisite corporate power and authority to enter into and perform the Transaction Documents and

to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof.

The Company represents and warrants that (i) the execution and delivery of the Transaction Documents, the Note, and Conversion Shares

by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance

of the Note as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note) have been

duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors,

its shareholders, or its debt holders is required, (i) the Transaction Documents (together with any other instruments executed in connection

herewith or therewith) have been duly executed and delivered by the Company and Subsidiaries by its authorized representatives, and such

authorized representatives are the true and official representative with authority to sign the Transaction Documents and the other instruments

documents executed in connection herewith or therewith and bind the Company and Subsidiaries accordingly, and (iii) the Transaction Documents

constitute, and upon execution and delivery by the Company and Subsidiaries as applicable, each of such instruments will constitute, a

legal, valid and binding obligation of the Company and Subsidiaries, enforceable against the Company and Subsidiaries in accordance with

their terms.

c. Capitalization; Governing

Documents. As of June 30, 2026, the authorized capital stock of the Company consists of: 100,000,000 authorized shares of Common Stock,

of which 48,599,421 shares were issued and outstanding, and 10,000,000 authorized shares of preferred stock, of which 422 shares of Series

A preferred stock and 2,000 shares of Series B preferred stock were issued and outstanding. All of such outstanding shares of capital

stock of the Company, the Conversion Shares, and the Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully

paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the

shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective

date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there

are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings,

claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable

for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries

is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements

or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities

under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company

(or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company

has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof

(“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”),

and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders

thereof in respect thereto.

d. Issuance of Conversion

Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its

terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to

the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose

personal liability upon the holder thereof.

e. [Intentionally Omitted].

f. Acknowledgment of Dilution.

The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares upon the conversion of the Note to the

Common Stock. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion Shares, are absolute

and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the

Company.

g. No Conflicts. The

execution, delivery and performance of the Transaction Documents by the Company and Subsidiaries, and the consummation by the Company

and Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for

issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation

or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with

notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or

cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or

any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including

federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities

is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries

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

not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained

in any other contract in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its

Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor

any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any

of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any

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

to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries

is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The

businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns

any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated

by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any

consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory

organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement

and the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon

conversion of the Note, issue Conversion Shares. All consents, authorizations, orders, filings and registrations which the Company is

required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not

in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common

Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or

circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean the principal securities exchange

or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the

NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

h. SEC Documents; Financial

Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the

SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the

foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents

(other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”).

As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules

and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were

filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of

the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such

statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements

of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and

the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material

respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated

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

audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities,

contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2026, and (ii)

obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting

principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition

or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has never been

a “shell company” as described in Rule 144(i)(1)(i).

i. Absence of Certain Changes.

Since March 31, 2026, there has been no material adverse change and no material adverse development in the assets, liabilities, business,

properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its

Subsidiaries.

j. Absence of Litigation.

There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory

organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company

or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The SEC

Documents contain a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against

or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and

its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

k. Intellectual Property.

The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent

rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights

(“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to

be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s

knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary

to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the

Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not

infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which

might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the

secrecy, confidentiality and value of their Intellectual Property.

l. No Materially Adverse

Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or

any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future

to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the

judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

m. Tax Status. The

Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations

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

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

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

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

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

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

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

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

n. Transactions with Affiliates.

Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course

of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the

grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party

to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including

any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,

any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or

is an officer, director, trustee or partner.

o. Disclosure. All

information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant

to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects

and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light

of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company

or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable

law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed

(assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration

statement filed by the Company under the 1933 Act).

p. Acknowledgment Regarding

Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s

length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer

is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions

contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement

and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the

Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based

solely on the independent evaluation of the Company and its representatives.

q. No Integrated Offering.

Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers

or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933

Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other

issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to

the Company or its securities.

r. No Brokers; No Solicitation.

The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar

payments relating to this Agreement or the transactions contemplated hereby. The Company represents and warrants that neither the Buyer

nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the

transactions described in this Agreement. The Company represents and warrants that neither the Buyer nor its employee(s), member(s), beneficial

owner(s), or partner(s) is required to be registered as a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter

into or consummate the transactions encompassed by this Agreement, the Note, and the related transaction documents entered into in connection

herewith (the “Transaction Documents”), (ii) fulfill the Buyer’s obligations under the Transaction Documents, or (iii)

exercise any of the Buyer’s rights under the Transaction Documents (including but not limited to the sale of the Securities).

s. Permits; Compliance.

The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances,

exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business

as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of

the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries

is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations

which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since March 31, 2026, neither

the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable

laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have

a Material Adverse Effect.

t. Environmental Matters.

(i) There are, to the Company’s

knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of

Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions,

events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the

Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither

the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to

the Company’s knowledge, threatened in connection with any of the foregoing. The term ”Environmental Laws” means all

federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,

ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,

discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,

“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,

injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved

thereunder.

(ii) Other than those that are

or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property

currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real

property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or

used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

(iii) There are no underground

storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance

with applicable law.

u. Title to Property.

The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all

personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of

all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property and facilities held under

lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would

not have a Material Adverse Effect.

v. Insurance. The Company

and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries

are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies

of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general

liability coverage.

w. Internal Accounting

Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of

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

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

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

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

assets at reasonable intervals and appropriate action is taken with respect to any differences.

x. Foreign Corrupt Practices.

Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company

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

gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign

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

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

or domestic government official or employee.

y. Solvency. The Company

(after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value

in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently

the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction

contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts

from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for its most recent

fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

z. No Investment Company.

The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment

company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is

not controlled by an Investment Company.

aa. No Off Balance Sheet

Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated

or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that

otherwise could be reasonably likely to have a Material Adverse Effect.

bb. No Disqualification

Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the

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

securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected

with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad

Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except

for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer

Covered Person is subject to a Disqualification Event.

cc. Manipulation of Price.

The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action designed to cause

or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security

of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for

soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to

purchase any other securities of the Company.

dd. Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor

any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of

any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the

BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence

over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

ee. Illegal or Unauthorized

Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of the

officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity

or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized

any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback

or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office

except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

ff. Breach of Representations

and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties set forth

in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event

of Default under Section 3.4 of the Note.

4. ADDITIONAL COVENANTS,

AGREEMENTS AND ACKNOWLEDGEMENTS.

a. Best Efforts. The

parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Form D; Blue Sky Laws.

The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to the

Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine

is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities

or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide

evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c. Use of Proceeds.

The Company shall use the Purchase Price for business development and general working capital, and not for any other purpose, including

but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates,

(ii) the repayment of any debt issued in corporate finance transactions (including but not limited to promissory notes that have the ability

to be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership, enterprise or other person

(except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers, directors,

employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

d. [Intentionally Omitted].

e. Usury. To the extent

it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and

all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in

connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this Agreement,

the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained in this

Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the total

liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments which

under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum

Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated

with any other sums which under applicable law in the nature of interest that the Company may be obligated to pay under this Agreement,

the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby

is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate

of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or instrument contemplated

thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,

interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced by this Agreement, the

Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by the Buyer to the unpaid principal

balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Buyer’s election.

f. Restriction on Activities.

Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the

Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld:

(a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary

course of business.

g. Listing. The Company

will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal Market or

any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic quotation

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

the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide

to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems on which

the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

h. Corporate Existence.

The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall not sell all

or substantially all of the Company’s assets, except in the event of a merger or consolidation with the written consent of the Buyer

or sale of all or substantially all of the Company’s assets with the written consent of the Buyer, where the surviving or successor

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

in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal

Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

i. No Integration.

The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration

of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any

other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

j. Compliance with 1934

Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or any Conversion Shares, the Company shall

comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of

the 1934 Act.

k. Legal Counsel Opinions.

Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s

transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that

the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements

of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares are not then

registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the

requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure

its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The

Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations

under this Agreement or otherwise.

l. Piggy-Back Registration

Rights. If the Company proposes to file any registration statement covering any of its securities (for sale by the Company, for resale

by the holder(s) of such securities, or otherwise) (each a “Registration Statement”), the Company shall at each such time

give written notice to Holder of its intention to do so (each a “Registration Notice”) at least seven (7) calendar days prior

to the filing of such Registration Statement and of the registration rights granted under this Agreement. Upon the written request of

Holder made to the Company within three (3) calendar days after the receipt of any such Registration Notice, the Company shall, at its

sole cost and expense, effect the registration of all Conversion Shares underlying the Note which the Company has been so requested to

register by Holder in such Registration Statement, by inclusion of such Conversion Shares in the Registration Statement, to the extent

required to permit the resale and disposition (in accordance with the intended methods of disposition, including but not limited to sales

at prevailing market prices) of the Conversion Shares by Holder.

m. Most Favored Nation.

While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not

enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual

or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in

a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive the benefit of such

more favorable term until a default occurs under such other security) than the rights and benefits established in favor of the Buyer by

this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive

written agreement or agreements between the Company and the Buyer.

n. [Intentionally Omitted].

o. Non-Public Information.

The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or its agents or counsel

with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto

the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The

Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions in securities of

the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s consent,

the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries,

or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material, non-public

information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information provided,

or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding the Company

or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current

Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if the Company

provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately (no later than

that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated damages

and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending and including

the day the Form 8-K disclosing this information is filed.

p. D&O Insurance.

Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company's (including

its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities,

costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a

director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

q. No Broker-Dealer Acknowledgement.

Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company shall not to any person, institution,

governmental or other entity, state, claim, allege, or in any way assert, that Buyer is currently, or ever has been, a broker-dealer under

the Securities Exchange Act of 1934.

r. Shareholder Approval.

“Shareholder Approval” means the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy

the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(d), to effectuate the transactions contemplated

by the Transaction Documents (including but not limited to the issuance of all of the Securities, which includes all of the Common Stock

in excess of 6,000,000 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for any stock dividend,

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

the Common Stock). The Company shall not use the Exchange Cap for any purpose other than for the issuance of Common Stock to the Buyer

pursuant to the Transaction Documents. The Company shall hold a special meeting of shareholders on or before the Mandatory Date (as defined

herein) for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors that such

proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner as all other

management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal.

The “Mandatory Date” shall mean the date that is one hundred eighty (180) calendar days after the date of this Agreement.

The Company shall use its commercially reasonable efforts to obtain such Shareholder Approval as soon as possible on and after the Mandatory

Date. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting as often as possible

thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until the Shareholder Approval becomes effective pursuant

to the rules promulgated under the 1934 Act, the Company shall not hold any meeting of its shareholders unless the Company also includes

a proposal for obtaining the Shareholder Approval in such meeting. Until the Shareholder Approval becomes effective pursuant to the rules

promulgated under the 1934 Act, the Buyer shall not be issued in the aggregate, pursuant to this Purchase Agreement or upon conversion

of the Note or exercise of the Warrants, shares of Common Stock in an amount greater than the Exchange Cap, unless the Common Stock is

no longer listed for trading on the Nasdaq Capital Market. In the event that the Buyer shall sell or otherwise transfer any of such Buyer's

Note, the transferee shall be allocated a pro rata portion of such transferor Buyer’s Exchange Cap, and the restrictions of the

prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap allocated to such transferee.

s. Breach of Covenants.

The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in addition to any

other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.3 of the Note.

5. Transfer Agent Instructions.

The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or issue shares electronically

at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note, the Conversion Shares, in

such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer

Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to

the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as

defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares

under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable

exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates

or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no

instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer

agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided

in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer

agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon

conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; (iii) it will not fail to remove

(or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend

(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion

of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement and (iv) it will provide any required corporate

resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note. Nothing in this Section shall

affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus

delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with (i)

an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale

or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer

provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption,

the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates,

free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach

by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated

hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate

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

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

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

6. Conditions to the Company’s

Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the

satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s

sole benefit and may be waived by the Company at any time in its sole discretion:

a. The Buyer shall have executed

the Transaction Documents and delivered the same to the Company.

b. The Buyer shall have delivered

the Purchase Price in accordance with Section 1(b) above.

c. The representations and

warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though

made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied

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

or complied with by the Buyer at or prior to the Closing Date.

d. No litigation, statute,

rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any

court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated

hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7. Conditions to The Buyer’s

Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject to the satisfaction,

at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit

and may be waived by the Buyer at any time in its sole discretion:

a. The Company and Subsidiaries,

as applicable, shall have executed the Transaction Documents and delivered the same to the Buyer.

b. The Company shall have

delivered to the Buyer the duly executed Note.

c. The Irrevocable Transfer

Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s

Transfer Agent.

d. The representations and

warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing Date, as though

made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied

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

or complied with by the Company at or prior to the Closing Date.

e. No litigation, statute,

rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any

court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated

hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f. No event shall have occurred

which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934

Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g. Trading in the Common Stock

on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

h. The Company shall have

delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such

entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within

ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by

unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

8. Governing Law; Miscellaneous.

a. Arbitration of Claims;

Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit B of this Purchase Agreement) (the “Claims”)

arising under this Agreement or any other agreement between the Company and Buyer or their respective affiliates (including but not limited

to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer or their respective affiliates to binding

arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase Agreement (the “Arbitration Provisions”).

The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the Company and Buyer

hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants

that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right

to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute

hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary

to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon the foregoing representations and covenants

of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced in accordance with, and all questions

concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the

State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or

any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company

and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims arising under this Agreement or any other

agreement between the Company and Buyer or their respective affiliates (including but not limited to the Transaction Documents) or any

Claim relating to the relationship of the Company and Buyer or their respective affiliates shall be in the Commonwealth of Massachusetts.

Without modifying the Company’s and Buyer’s mandatory obligations to resolve disputes hereunder pursuant to the Arbitration

Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically

including any governing law and venue terms) of any transfer agent services agreement or other agreement between the Company’s transfer

agent and the Company, such litigation specifically includes, without limitation any action between or involving Company and the Company’s

transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related to Buyer in any way (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in the Commonwealth of Massachusetts, (ii) expressly submits

to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without

limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Buyer for any reason) outside of any state or federal court sitting in the Commonwealth

of Massachusetts, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or

any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the

suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall

be deemed or construed to limit, the ability of the Buyer to realize on any collateral or any other security, or to enforce a judgment

or other court ruling in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action

instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such suit,

action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including but

not limited to based upon forum non conveniens). THE COMPANY 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 WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS

CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit,

action or proceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby

or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at

the address in effect for 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 other manner

permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, certificate,

instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s

fees and costs. 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.

b. Counterparts. This

Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. A

facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and

effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile

or email/.pdf transmission shall be deemed validly delivery thereof.

c. Construction; Headings.

This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any person as the

drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

d. Severability. In

the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is invalid

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

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

or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note, or

any other agreement, certificate, instrument or document contemplated hereby or thereby.

e. Entire Agreement; Amendments.

This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties with respect to the matters

covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,

warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or any agreement or instrument contemplated

hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

f. Notices. All notices,

demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise

specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage

prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail

or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.

Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery

by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated

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

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

second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual

receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

VSee Health, Inc.

980 N Federal Hwy, #304

Boca Raton, FL 33432

Attention: Imoigele Aisiku

e-mail: iaisiku@idocvms.com

If to the Buyer:

LABRYS FUND II, L.P.

145 Tremont Street, Suite 201-1408

Boca Raton, FL 33432

e-mail: admin@labrysii.com

g. Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company shall not assign

this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign its rights

hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Buyer

or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries.

This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for

the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations

and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding

any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and

all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach

by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations

under this Agreement, including advancement of expenses as they are incurred.

j. Publicity. The Company,

and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market

or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,

that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other

applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although

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

a copy thereof and be given an opportunity to comment thereon).

k. Further Assurances.

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all

such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l. No Strict Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules

of strict construction will be applied against any party.

m. Indemnification.

In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition

to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold

harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of

the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions

contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,

suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether

any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’

fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating

to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other

agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation

of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or

thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes

a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or

enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)

any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,

or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by

this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make

the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

n. Remedies. The Company

acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose

of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under

this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate

and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, or any other agreement,

certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available

remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing

or curing any breach of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby,

and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any

bond or other security being required.

o. Payment Set Aside.

To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note or pursuant to any other agreement,

certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its rights hereunder or pursuant

to the Note, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, and such payment

or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to the sale of the Securities)

are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by

the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or

any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law

or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally intended to be

satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had

not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any reason (i) subsequently

invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) required to be refunded,

repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including,

without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action).

p. Failure or Indulgence

Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise

thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to, and not

exclusive of, any rights or remedies otherwise available.

q. Electronic Signature.

This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf or any

other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000)) and by different

parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed

and delivered shall be construed together and shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned

Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

VSEE HEALTH, INC.

By:

/s/ Imoigele Aisiku

Name:

IMOIGELE AISIKU

Title:

CHIEF EXECUTIVE OFFICER

LABRYS FUND II, L.P.

By:

Labrys II GP, LLC, its General Partner

By:

/s/

Thomas Silverman

Name:

THOMAS SILVERMAN

Title:

AUTHORIZED SIGNATORY

EXHIBIT A

FORM OF NOTE

[attached hereto]

EXHIBIT B

ARBITRATION PROVISIONS

1. Dispute Resolution. Each party

consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any of the Transaction

Documents or the relationship of the parties or their affiliates shall be in the Commonwealth of Massachusetts. For purposes of this Exhibit

B, the term “Claims” means any disputes, claims, demands, causes of action, requests for injunctive relief, requests

for specific performance, questions regarding severability of any provisions of the Transaction Documents, liabilities, damages, losses,

or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents and

any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation,

failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and

any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions

(defined below)) or any of the other Transaction Documents. The parties to this Agreement (the “parties”) hereby agree

that the Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions

and a separate one for all other Claims). The parties hereby agree that the arbitration provisions set forth in this Exhibit B

(“Arbitration Provisions”) are binding on each of them. As a result, any attempt to rescind the Agreement (or these

Arbitration Provisions) or any other Transaction Document) or declare the Agreement (or these Arbitration Provisions) or any other Transaction

Document invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions.

These Arbitration Provisions shall also survive any termination or expiration of the Agreement. Any capitalized term not defined in these

Arbitration Provisions shall have the meaning set forth in the Agreement.

2. Arbitration. Except as otherwise

provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively in the Commonwealth

of Massachusetts and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided

for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered pursuant

to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole and exclusive

remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator, and (c) promptly

payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the Appeal Right,

any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Arbitration

Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration Award shall

include Default Interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect to monetary

awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration

Award will be entered and enforced by any state or federal court sitting in the Commonwealth of Massachusetts.

3. The Arbitration Act. The parties

hereby incorporate herein the provisions and procedures set forth in the Massachusetts Uniform Arbitration Act, G.L. c. 251 (as amended

or superseded from time to time, the “Arbitration Act”). Notwithstanding the foregoing, pursuant to, and to the maximum

extent permitted by, the Arbitration Act, in the event of conflict or variation between the terms of these Arbitration Provisions and

the provisions of the Arbitration Act, the terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise

agree to vary the effect of all requirements of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.

4. Arbitration Proceedings. Arbitration

between the parties will be subject to the following:

4.1 Initiation of

Arbitration. The parties agree that a party may initiate Arbitration by giving written notice to the other party (“Arbitration

Notice”) in the same manner that notice is permitted under Section 8(f) of the Agreement; provided, however, that the

Arbitration Notice may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is

deemed physically delivered to such other party under Section 8(f) of the Agreement (the “Service Date”). After the

Service Date, information may be delivered, and notices may be given, by email or fax pursuant to Section 8(f) of the Agreement or any

other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election

to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Massachusetts Rules of Civil

Procedure.

4.2 Selection and

Payment of Arbitrator.

(a) Within ten (10) calendar

days after the Service Date, Buyer shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”

or qualified arbitrators by JAMS (https://www.jamsadr.com/) or other arbitration service provider agreed upon by the parties (such

three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). Within five (5) calendar

days after Buyer has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Buyer, one

(1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select

one of the Proposed Arbitrators in writing within such 5-day period, then Buyer may select the arbitrator from the Proposed Arbitrators

by providing written notice of such selection to Company. The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2

agrees in writing (including via email) delivered to both parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration

Commencement Date”. If an arbitrator resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen

by Buyer in accordance with this Paragraph 4.2 to continue the Arbitration. If JAMS or other arbitration service provider agreed upon

by the parties ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator shall be selected

under the then prevailing rules of the American Arbitration Association.

4.3 Applicability

of Certain Massachusetts Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Massachusetts

Rules of Civil Procedure and the Massachusetts Rules of Evidence. More specifically, the Massachusetts Rules of Civil Procedure shall

apply, without limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions.

The Massachusetts Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding

the foregoing, it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.

In the event of any conflict between the Massachusetts Rules of Civil Procedure or the Massachusetts Rules of Evidence and these Arbitration

Provisions, these Arbitration Provisions shall control.

4.4 Answer and Default.

An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the Arbitration within

twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline, the arbitrator

must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such party if such

party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within the five (5) day

extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration Notice, against

a party that fails to submit an answer within such time period.

4.5 [Intentionally

Omitted].

4.6 Discovery.

The parties agree that discovery shall be conducted in accordance with the Arbitration Act.

4.7 Dispositive Motions.

Each party shall have the right to submit dispositive motions pursuant to the Massachusetts Rules of Civil Procedure (a “Dispositive

Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator and to the other

party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven (7) calendar days

of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum in opposition

to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum

in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the other party

a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party shall fail to deliver

the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required above, then the

applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation

information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party

agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including

without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes

public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such

information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other

party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior

to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need

to know basis who each agree in writing not to disclose such information to any third party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. The parties hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar

days after the Arbitration Commencement Date.

4.10 Relief. The

arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees and Costs.

As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded the least amount

of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees,

or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and (b) reimburse the

prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

5. Arbitration Appeal.

5.1 Initiation of

Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of thirty

(30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects to appeal

(the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

in accordance with the Arbitration Act.

5.2 Fees and Costs.

As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded the least

amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties,

fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and the Appeal

Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which, for the avoidance

of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable

attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs

or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection

with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing Law.

Except as otherwise expressly provided for in these Arbitration Provisions, these Arbitration Provisions shall be governed by the laws

of the State of Delaware without regard to the conflict of laws principles therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver. No

waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party granting

the waiver.

6.5 Time is of the

Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

[Remainder of page intentionally left blank]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: vseeex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A

OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal

Amount: $336,000.00

Issue

Date: June 30, 2026

Actual

Amount of Purchase Price: $300,000.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, VSee Health, Inc., a Delaware corporation (hereinafter called the “Borrower” or the “Company”),

hereby promises to pay to the order of LABRYS FUND II, L.P., a Delaware limited partnership, or registered assigns (the “Holder”),

in the form of lawful money of the United States of America, the principal sum of $336,000.00 (the “Principal Amount”) (subject

to adjustment herein), which includes the purchase price of $300,000.00 plus an original issue discount in the amount of $36,000.00 (the

“OID”), and to pay a one-time interest charge on the Principal Amount hereof at the rate of twelve percent (12%) (the “Interest

Rate”) (which is equal to $40,320.00 and shall be guaranteed and earned in full as of the date hereof (the “Issue Date”)),

when such amounts become due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided

herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which

the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, shall be due and payable (in addition

to all payment obligations under Section 4.14 of this Note).

This

Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

Any

Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-two

percent (22%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default

Interest”). Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All

payments due hereunder (to the extent not converted into shares of common stock, $0.0001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall

be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of

this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same

shall instead be due on the next succeeding day which is a business day.

Each

capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase

Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used

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

in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading

Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase

Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

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

The

following terms shall also apply to this Note:

Article

I. CONVERSION RIGHTS

1.1

Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) the date

that the Borrower fails to pay any Amortization Payment (as defined in this Note) when due as provided in Section 4.14 of this Note,

(ii) the date that is one hundred eighty (180) calendar days after the Issue Date, or (iii) the date that any of the Conversion Shares

(as defined in the Purchase Agreement) (the “Conversion Shares”) are registered for Holder’s resale pursuant to a registration

statement or prospectus filed by the Company, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest

(including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue

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

at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower

or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of

communication dispatched on the Conversion Date (as defined in this Note) prior to 11:59 p.m., New York, New York time; provided,

however, that notwithstanding anything to the contrary contained herein, the Holder shall not have the right to convert any portion

of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth

on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any

other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

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

sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares

of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number

of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially

owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted

portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained

herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,

for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange

Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations

promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, the Holder

may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock

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

or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be

4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder, provided, however,

that the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess

of 9.99% by delivering written notice of such to the Company, with such increase or decrease not effective until the sixty-first (61st)

day after delivery of such written notice. “Person” and “Persons” means an individual, a limited liability company,

a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity

or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The

number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as

defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached

hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by

the Holder in accordance with the terms of this Note; provided that the Notice of Conversion is submitted by facsimile or e-mail (or

by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59

p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means,

with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus

(2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion

Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding

clauses (1) and/or (2). In addition to the Beneficial Ownership Limitation provided for in this Note, the sum of the number of shares

of Common Stock that may be issued under this Note shall be limited to the Exchange Cap (as defined in the Purchase Agreement) (the “Exchange

Cap”) unless the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder Approval”) is obtained by

the Company or the Common Stock is no longer listed for trading on the Nasdaq Capital Market.

1.2

Conversion Price.

(a)

Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default

Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion

Price”) shall equal the Market Price (as defined in this Note), subject to adjustment as provided in this Note. “Market Price”

shall mean 75% of the lowest closing bid price of the Common Stock on the Principal Market during the ten (10) Trading Day period immediately

preceding the respective Conversion Date. If at any time the Conversion Price as determined hereunder for any conversion would be less

than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par

value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional

Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion

shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price

not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each

Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations

are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar

transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note 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 Common Stock Equivalents, (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 Company, then the Conversion Price shall be multiplied

by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) 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 the immediately preceding sentence shall become effective immediately after the record date

for the determination of shareholders 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. “Common Stock Equivalents” means any securities

of the Company or the Company’s Subsidiaries (as defined in the Purchase Agreement) which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

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

(b)

Voluntary Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while

this Note is outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and

for any period of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not

be required to effectuate such conversion in the event of any reduction in Conversion Price by the Company.

1.3

Authorized and Reserved Shares. The Borrower covenants that at all times beginning on the Issue Date and continuing until the

Note is extinguished in the entirety, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of

shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 10,000,000

shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note at a conversion

price equal to the Conversion Price (assuming no payment of Principal Amount or interest) multiplied by (ii) four (4) (the “Reserved

Amount”). For the avoidance of doubt, the Reserved Amount shall be required to be reserved by the Borrower pursuant to the immediately

preceding sentence even if the Note is not yet convertible into Common Stock by the Holder under Section 1.1 of this Note. The Borrower

represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i)

acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to

have the Conversion Shares issued as contemplated by Section 1.4(e) hereof, and (ii) agrees that its issuance of this Note shall constitute

full authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically

issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares

to be issued as contemplated by Section 1.4(e) hereof in accordance with the terms and conditions of this Note.

1.4

Method of Conversion.

(a)

Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in

accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire

unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted

and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to

require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder

shall, prima facie, be controlling and determinative in the absence of manifest error.

(b)

Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in

the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that

of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or

property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held

for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have

established to the satisfaction of the Borrower that such tax has been paid.

(c)

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a

facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for

conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order

of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section

1.4(e) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in the case of conversion of the

entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company

shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion

Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit

the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon

the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to

the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount

equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and

to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last

possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(c); and (ii)

the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of

all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued

prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver

a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance

account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open

market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock

issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days

after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s

total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares

of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate

(and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate,

or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit

such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price

over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise.

Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including,

without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note

as required pursuant to the terms hereof.

(d)

Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or

Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion,

the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall

be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect

to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities,

cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein,

the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of

the Conversion Shares as contemplated by Section 1.4(e) hereof) shall be absolute and unconditional, irrespective of the absence of any

action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against

any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the

holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of

any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower

to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date

so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York

time, on such date.

(e)

Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion

Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast

Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions

contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically

transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker

with DTC through its Deposit Withdrawal Agent Commission system.

1.5

Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such

shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have

been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to

the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii)

such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares

are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares

only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise

provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares

have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption

without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for

the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective

registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as

appropriate:

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,

REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares

without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery

by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)

such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be

sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance

with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided

by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation

S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

1.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially

all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other

Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant

to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount

equal to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall

mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion

of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar

event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of

another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially

all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower (each a “Fundamental

Transaction”), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis

and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion,

such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted

in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case

appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions

hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion

of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable

upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives,

to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written

notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of,

such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which

time the Holder shall be entitled to convert this Note), (b) the resulting successor or acquiring entity (if not the Borrower) assumes

by written instrument the obligations of this Section 1.6(b), and (c) the Borrower obtains written consent from the Holder to effectuate

the respective Fundamental Transaction. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers

or share exchanges.

(c)

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its

assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend

or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would

have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder

of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d)

Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible

securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record

holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock

acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before

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

as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e)

Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or

grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right

to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option

to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person

or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible

notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than

the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive

Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by

operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,

options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion

Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal

to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example,

and for the avoidance of doubt, if the Company issues a convertible promissory note and the holder of such convertible promissory note

has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including

but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then

the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price

with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder

of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities

involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities

were issued at the initial closing.

(f)

Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events

described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each

respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the

Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number

of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion

of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including

but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within

one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion

Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other

securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment

or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences

the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the

events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied

with the notification provisions in Section 1.6 of this Note.

1.7

Status as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby shall

be deemed converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such converted portion of this Note

shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided

herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this

Note. Notwithstanding the foregoing, if the Holder has not received certificates for all shares of Common Stock prior to the tenth (10th)

business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless

the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the

rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable,

return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion

of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure

to convert this Note.

1.8

Prepayment. At any time prior to the date that is one hundred eighty-one (181) calendar days following the Issue Date, the Borrower

shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding

Principal Amount and interest then due under this Note in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional

Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower

is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three (3) Trading Days from the date of the

Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning

on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment

amount on the Optional Prepayment Date, to instead convert all or any portion of the Note pursuant to the terms of this Note, including

the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.8, even if the Note is not yet convertible into

Common Stock by the Holder under Section 1.1 of this Note. On the Optional Prepayment Date, the Borrower shall make payment of the amounts

designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises

its right to prepay the Note in accordance with this Section 1.8, the Borrower shall make payment to the Holder of an amount in cash

equal to the sum of: (w) the prepayment percentage set forth in the table immediately following this paragraph for the applicable prepayment

period set forth in the table immediately following this paragraph (“Prepayment Percentage”) multiplied by the Principal

Amount then outstanding plus (x) the Prepayment Percentage multiplied by the accrued and unpaid interest on the Principal Amount

to the Optional Prepayment Date.

Prepayment Period

Prepayment Percentage

1. The period beginning on the Issue Date and ending ninety (90) calendar days following the Issue Date.

110 %

2. The period beginning on the date that is ninety-one (91) calendar days following the Issue Date and ending one hundred fifty (150) calendar days following the Issue Date.

120 %

3. The period beginning on the date that is one hundred fifty-one (151) calendar days following the Issue Date and ending one hundred eighty (180) calendar days following the Issue Date.

130 %

1.9

Repayment from Proceeds. If, at any time on or after the Issue Date of this Note, and prior to the full repayment or full conversion

of all amounts owed under this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from any source or

series of related or unrelated sources on or after the Issue Date, including but not limited to, from payments from customers, the issuance

of equity or debt, the incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transaction, the conversion

of outstanding warrants of the Company or any of the Company’s Subsidiaries, the issuance of securities pursuant to an Equity Line

of Credit (as defined in this Note) of the Company, or the sale of assets (including but not limited to real property) by the Company

or any of the Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’

receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in

its sole discretion to require the Company or the Subsidiaries to immediately apply up to 50% of such proceeds to repay all or any portion

of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Company to

comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving

a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common

Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be

registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale).

Article

II. RANKING AND CERTAIN COVENANTS

2.1

Ranking. This Note shall be an unsecured obligation of the Borrower.

2.2

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without

the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash,

property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional

shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its

capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s

disinterested directors.

2.3

Sale of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

2.4

3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured

in accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10)

Transaction”). Each time the Borrower fails to comply with this Section 2.4 of this Note, a liquidated damages charge of 25% of

the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable

to the Holder at Holder’s election in the form of a cash payment or added to the balance of this Note (under Holder's and Borrower's

expectation that this amount will tack back to the Issue Date), in addition to all other available remedies at law or in equity.

2.5

Right of Notification. From the Issue Date until the date that the Note is extinguished in its entirety, the Company shall not

(i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or

any option to purchase or other disposition of) any of its debt, equity, or equity equivalent securities, including without limitation

any debt, preferred shares, or other instrument or security that is, at any time during its life and/or under any circumstances, convertible

into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a

“Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the

Company shall have first delivered to Holder a written notice (the “Notice”) of any proposed or intended Subsequent Placement,

which shall (w) identify and describe the Subsequent Placement, and (x) describe the price and other terms upon which they are to be

issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged.

2.6

Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall

not, without the Holder’s written consent, (a) change the nature of its business; or (b) sell, divest, change the structure of

any material assets other than in the ordinary course of business.

Article

III. EVENTS OF DEFAULT

shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)

shall occur on or after the Issue Date:

3.1

Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this

Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

3.2

Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing

that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with

the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form)

any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required

by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or

delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)

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

issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement,

statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue

uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2)

Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its

transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note,

if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the

option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced

funds shall be added to the principal balance of the Note.

3.3

Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the

Purchase Agreement, this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing

pursuant hereto or in connection herewith or therewith.

3.4

Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this

Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection

herewith or therewith shall be false or misleading in any material respect when made.

3.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or

apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such

a receiver or trustee shall otherwise be appointed.

3.6

Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the

Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period

of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary

of the Borrower.

3.8

Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements

of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

3.9

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its

debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going

concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11

Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property

or other assets which are necessary to conduct its business (whether now or in the future).

3.12

Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,

prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved

Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.13

Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or

any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public

information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s

filing of a Form 8-K pursuant to Regulation FD on that same date.

3.14

Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder

is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s

brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion

of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon

deposit such shares into the Holder’s brokerage account.

3.15

Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s

Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be listed or quoted on a Principal Market.

3.16

Failure to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment (as defined in this Note) when due as

provided in Section 4.14 of this Note.

3.17

Shareholder Approval. The Company fails to (i) obtain the Shareholder Approval and (ii) cause the Shareholder Approval to become

effective pursuant to the rules promulgated under the 1934 Act, in each case prior to the date that is one hundred eighty (180) calendar

days after the Issue Date.

3.18

Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this

Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder,

an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full

repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal

fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower.

Holder may, in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock

pursuant to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date).

The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

Article

IV. MISCELLANEOUS

4.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder

are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications

shall be:

to the Borrower, to:

VSee

Health, Inc.

980 N Federal Hwy, #304

Boca Raton, FL 33432

Attention: Imoigele Aisiku

e-mail: iaisiku@idocvms.com

to the Holder:

LABRYS

FUND II, L.P.

145 Tremont Street, Suite 201-1408

Boca Raton, FL 33432

e-mail: admin@labrysii.com

4.3

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the

Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally

executed, or if later amended or supplemented, then as so amended or supplemented.

4.4

Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit

of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without

the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined

in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined

under the 1934 Act, without the consent of the Borrower.

4.5

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,

including reasonable attorneys’ fees.

4.6

Arbitration of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined

in Exhibit B of the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties

and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions

set forth in Exhibit B of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge

and agree that the Arbitration Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other

provisions of this Note. By executing this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration

Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration

Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations

set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. The Company

acknowledges and agrees that Holder may rely upon the foregoing representations and covenants of the Company regarding the Arbitration

Provisions. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of

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

of the laws of any jurisdictions other than the State of Delaware. The Company and Holder consent to and expressly agree that the exclusive

venue for arbitration of any Claims arising under this Note or any other agreement between the Company and Holder or their respective

affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder

or their respective affiliates shall be in the Commonwealth of Massachusetts. Without modifying the Company’s and Holder’s

obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of

the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent

services agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes,

without limitation any action between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent

Instructions (as defined in the Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation,

any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s transfer

agent from issuing shares of Common Stock to Holder for any reason)), each party hereto hereby (i) consents to and expressly submits

to the exclusive personal jurisdiction of any state or federal court sitting in the Commonwealth of Massachusetts, (ii) expressly submits

to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including,

without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

transfer agent from issuing shares of Common Stock to Holder for any reason) outside of any state or federal court sitting in the Commonwealth

of Massachusetts, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or

any other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of

the suit, action or proceeding is improper. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or

shall be deemed or construed to limit, the ability of the Holder to realize on any collateral or any other security, or to enforce a

judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction. The Company

hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any

action instituted hereunder, any claim that it is not personally subject to the jurisdiction of any such court, and any claim that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper (including

but not limited to based upon forum non conveniens). THE COMPANY 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 WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS

CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and consents to process being served in any suit,

action or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or

thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the

address in effect for notices to it under this Note 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 law. The prevailing party in any action or dispute brought in connection with this Note or any other agreement, certificate, instrument

or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and

costs. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall

not affect the validity or enforceability of the remainder of this Note in that jurisdiction or the validity or enforceability of any

provision of this Note in any other jurisdiction.

4.7

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal

Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest,

the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult

to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate

the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired

upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder

hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt

of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8

Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement, and the Transaction

Documents entered into in connection herewith and therewith.

4.9

Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,

by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at

law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the

Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in

equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach

of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without

any bond or other security being required.

4.10

Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed

against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

the interpretation of, this Note.

4.11

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever

claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at

any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right

or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided

that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall

not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable

law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if

the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any

official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum

Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under

any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness

evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be

refunded to the Company, the manner of handling such excess to be at the Holder’s election.

4.12

Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of

law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and

shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under

any law shall not affect the validity or enforceability of any other provision of this Note.

4.13

Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its Subsidiaries

of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably

believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably

believes was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit

of such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such

additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security,

and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether

the Borrower complied with the notification provision of this Section 4.13). The types of terms contained in another security that may

be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, conversion

rate, and original issue discount.

4.14

Amortization Payments. In addition to all other payment obligations under this Note, the Borrower shall also make the following

amortization payments (each an “Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided

in the following table:

Payment Date:

Payment Amount:

December 30, 2026

$ 188,160.00

January 29, 2027

$ 31,360.00

February 26, 2027

$ 31,360.00

March 30, 2027

$ 31,360.00

April 30, 2027

$ 31,360.00

May 31, 2027

$ 31,360.00

June 30, 2027

All remaining outstanding amounts under the Note

For

the avoidance of doubt, each Amortization Payment paid to Holder under this Note shall first reduce all accrued and unpaid interest under

the Note, and the remainder of such Amortization Payment (if any) shall reduce the outstanding principal balance of the Note.

[signature

page follows]

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on June 30, 2026.

VSee

Health, Inc.

By:

/s/

Imoigele Aisiku

Name:

Imoigele

Aisiku

Title:

Chief

Executive Officer

EXHIBIT

A -- NOTICE OF CONVERSION

The

undersigned hereby elects to convert $____________ principal amount of the Note (defined below) into that number of shares of Common

Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of VSee Health, Inc.,

a Delaware corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of June

30, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for

transfer taxes, if any.

Box

Checked as to applicable instructions:

☐

The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account Number:

☐

The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth

below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,

if additional space is necessary, on an attachment hereto:

Date

of Conversion:

Applicable

Conversion Price:

Number

of Shares of Common Stock to be Issued Pursuant to Conversion of the Note:

Amount

of Principal Balance Due remaining Under the Note after this conversion:

By:

Name:

Title:

Date:

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