Form 8-K

8-K — RenX Enterprises Corp.

Accession: 0001213900-26-051931

Filed: 2026-05-05

Period: 2026-04-30

CIK: 0001959023

SIC: 4953 (REFUSE SYSTEMS)

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: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0288854-8k_renx.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED APRIL 30, 2026, BETWEEN THE COMPANY AND DAWSON JAMES SECURITIES, INC (ea028885401ex1-1.htm)

EX-4.1 — FORM OF SENIOR CONVERTIBLE NOTE (ea028885401ex4-1.htm)

EX-4.2 — FORM OF WARRANT (ea028885401ex4-2.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED APRIL 30, 2026 (ea028885401ex10-1.htm)

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT, DATED APRIL 30, 2026 (ea028885401ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 5, 2026 (ea028885401ex99-1.htm)

GRAPHIC (ea028885401_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-04-30

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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):

April 30, 2026

RENX ENTERPRISES CORP.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-41581

87-1375590

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

100 Biscayne Blvd., #1201

Miami,

FL 33132

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since

last report.)

Registrant’s telephone number,

including area code: 646-240-4235

Check the appropriate box below if the Form 8-K

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

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001‌

RENX

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

On April 30, 2026, RenX Enterprises Corp.

(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional

investors (the “Purchasers”) related to a tranched private placement transaction (the “Private Placement”) of

Senior Convertible Notes (“Notes”) and warrants (“Warrants”) to purchase shares of the Company’s common

stock, par value $0.001 per share (“Common Stock”) as more particularly set forth below. Pursuant to the Purchase Agreement,

the Company (i) issued and sold to the Purchasers, at the initial closing on May 4, 2026 (the “Initial Closing”), Notes in

the aggregate principal amount of $6,300,000 (the “Initial Notes”) and warrants (the “Initial Warrants”) to purchase

an aggregate of 3,917,099 shares of Common Stock (which is equal to 180% of the face value of the Initial Notes divided by $2.895 (the

“Initial Conversion Price”)), (ii) agreed to issue and sell to the Purchasers, at a second closing (the “Second Closing”),

Notes in the aggregate principal amount of $6,700,000 (the “Second Notes”) and Warrants (the “Second Warrants”)

to purchase an aggregate of 4,165,805 shares of Common Stock (which is equal to 180% of the face value of the Second Notes divided by

the Initial Conversion Price), such issuance to occur promptly after effectiveness of a registration statement (the “Initial Registration

Statement”) registering the shares of Common Stock issuable upon conversion of the Initial Notes (the “Initial Conversion

Shares”) and the Second Notes (the “Second Conversion Shares”), in each case calculated based on the Initial Conversion

Price, and the shares of Common Stock issuable upon exercise of the Initial Warrants (the “Initial Warrant Shares”) and the

Second Warrants (the “Second Warrant Shares”); and (iii) agreed to sell and issue to the Purchasers, additional Notes in

the aggregate principal amount of up to $87,000,000 (the “Additional Notes”) and Warrants (the “Additional Warrants”)

to purchase an aggregate of 54,093,267 shares of Common Stock (which is equal to 180% of the principal amount of the Additional Notes

that are issued, divided by the Initial Conversion Price (the “Additional Warrant Shares”)), such issuances of Additional

Notes and Additional Warrants to be at additional closings (each, an “Additional Closing”) from time to time as determined

by the Company and the Purchasers, subject to the Company’s and the Purchasers’ mutual consent to such sales and issuances

and certain conditions being met.

The Company intends to use the net proceeds from

the Initial Closing for working capital purposes and, following the Second Closing, for the repayment of certain outstanding senior convertible

notes (the “February Notes”) sold and issued to the Purchasers pursuant to that Securities Purchase Agreement, dated as of

February 12, 2026, in an amount equal to 110% of the outstanding aggregate principal amount of such February Notes.

The Initial Closing

The Initial Notes, without taking into account

any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 2,176,168 shares of Common

Stock at the Initial Conversion Price, which is equal to the Minimum Price (as defined in the rules of The Nasdaq Capital Market) (the

“Nasdaq Minimum Price”) at the time of the signing of the Purchase Agreement plus $0.225. Assuming that the Initial Notes

accrue interest at 10% for a period of 12 months, the Initial Notes would be convertible into an aggregate of 2,393,784 shares of Common

Stock, based on the Initial Conversion Price. The Initial Warrants have a term of six years from the date of issuance and are exercisable

at a price of $2.67 per share of Common Stock (the “Exercise Price”).

The Initial Closing of the Private Placement

occurred on May 4, 2026 (the “Initial Closing Date”). The net proceeds to the Company from the Initial Closing of the Private

Placement were approximately $5.7 million, after deducting placement agent fees and the payment of other offering expenses associated

with the offering that were payable by the Company.

The Second Closing

The Second Closing shall occur promptly after

effectiveness of the Initial Registration Statement registering the Initial Conversion Shares and the Second Conversion Shares, in each

case calculated based on the Initial Conversion Price, and the Initial Warrant Shares and the Second Warrant Shares.

The Second Notes shall have the same terms as

the Initial Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of

the holder, into an aggregate of 2,314,336 shares of Common Stock at the Initial Conversion Price. Assuming that the Second Notes accrue

interest at 10% for a period of 12 months, the Second Notes would be convertible into an aggregate of 2,545,770 shares of Common Stock,

based on the Initial Conversion Price. The Second Warrants will have a term of six years from the date of issuance and will be exercisable

at the Exercise Price.

The net proceeds to the Company from the Second

Closing of the Private Placement are expected to be approximately $6.4 million, after deducting placement agent fees and the payment

of other offering expenses associated with the offering that will be payable by the Company. Pursuant to the Purchase Agreement, the

Company agreed to use the net proceeds from the Private Placement, following the Second Closing, for the repayment of February Notes,

in an amount equal to 110% of the outstanding aggregate principal amount of such February Notes.

Additional Closings

Subject to the satisfaction of certain closing

conditions, including the mutual agreement of the Company and the Purchasers, Additional Closings for an aggregate of up to $87,000,000

may occur from time to time after the Second Closing. There can be no assurance that any Additional Closings will occur.

The Additional Notes, if any, shall have the

same terms as the Initial Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at

the option of the holder, into an aggregate of up to 30,051,816 shares. Assuming that all Additional Notes are issued and sold and that

such Additional Notes accrue interest at 10% for a period of 12 months, the Additional Notes would be convertible into an aggregate of

33,056,996 shares of Common Stock, based on the Initial Conversion Price. The Additional Warrants, if any, will have a term of six years

from the date of issuance and will be exercisable at the Exercise Price.

The Senior Convertible Notes

The Notes mature 12 months from their date of

issuance (subject to extension under certain circumstances) (the “Maturity Date”), bear interest at a rate of 10% per annum,

and are payable in full on the Maturity Date. The Notes are unsecured and are senior to all other Indebtedness (as such term is defined

in the Notes) of the Company and its subsidiaries, with each Note ranking pari passu with all other Notes.

The Notes are initially convertible, at the option

of the holder, at any time after the date of issuance, into that number of shares of Common Stock equal to the principal amount of the

Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Initial Conversion Price of $2.895

per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. Subject to the receipt

of Stockholder Approval (as defined below), the holders of the Notes shall have the right, at any time after the later of (i) the

date of the receipt of the Stockholder Approval and (ii) 120 calendar days following the Initial Closing Date, to convert their

Notes or any portion thereof into shares of Common Stock (an “Alternate Conversion”) at a conversion price (the “Alternate

Conversion Price”) equal to the greater of (x) a floor price of $0.534 (which is equal to 20% of the Nasdaq Minimum Price applicable

to the Initial Notes) (the “Floor Price”) and (y) 92% of the lowest volume weighted average price (“VWAP”) in

the ten trading days prior to the date of such Alternate Conversion.

The holders of the Notes are prohibited from

converting the Notes into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would

beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common Stock issued and

outstanding immediately after giving effect to such exercise.

The Notes are redeemable by the Company at any

time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be

redeemed plus accrued interest, if any.

The Notes contain certain customary and other

events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, such an event of default,

the interest rate of the Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an

event of default occurs, the holders of outstanding Notes may, regardless of whether such event of default has been cured, require the

Company to redeem all or any portion of the outstanding Notes at a price equal to the greater of (i) the product of (A) the value of

the Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the Notes to be redeemed, divided by the Initial

Conversion Price, multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the Common Stock on

any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company

makes the entire payment.

Pursuant to the Notes, the Company shall not

enter into or be a party to a Fundamental Transaction (as such term is defined in the Notes) unless (i) the successor entity assumes

in writing all of the obligations under the Notes and the other transaction documents and (ii) the successor entity is a publicly traded

corporation whose common stock is quoted on or listed for trading on an eligible market, as set forth in the Notes.

While the Notes are outstanding, subject to certain

exempt issuances, if the Company sells, offers or grants any option or right to purchase, or otherwise disposes of or sells any equity

security or equity-linked or related security, any convertible securities any preferred stock or other securities, the holders of outstanding

Notes shall have the right, in their sole discretion, to require that the Company apply up to 30% of the gross proceeds from such sales

or offers to redeem all, or any portion, of the outstanding Notes at a price equal to 110% of the amount of the Note being redeemed.

Without giving effect to any default interest

or penalties which may accrue thereunder, assuming the issuance and sale of all Notes, the full conversion of the Notes plus accrued

interest in full into Common Stock without regard to any conversion limitations set forth in the Notes (assuming the Notes accrued interest

at 10% for a period of 12 months) and that the Notes are converted at the Initial Conversion Price, approximately 2,393,784, 2,545,770

and 33,056,996 shares of Common Stock would be issuable upon conversion of the Initial Notes, the Second Notes and the Additional Notes,

respectively.

Without giving effect to any default interest

or penalties which may accrue thereunder, assuming the issuance and sale of all Notes, full conversion of the Notes plus accrued interest

in full into Common Stock without regard to any conversion limitations set forth in the Notes (assuming the Notes accrued interest at

10% for a period of 12 months) and that the Notes are converted at the Floor Price, approximately 12,977,530, 13,801,499 and 179,213,485

shares of Common Stock would be issuable upon conversion of the Initial Notes, the Second Notes and the Additional Notes, respectively.

The Warrants

Exercise Price

The Warrants shall be immediately exercisable

upon issuance, have a term of six years from the date of issuance, and be exercisable for shares of Common Stock at the Exercise Price

of $2.67 per share; provided that the exercise price and number of shares of Common Stock issuable upon exercise of the Warrants are

subject to customary adjustments pursuant to stock dividends, stock splits or similar events.

Cashless Exercise

In the event there is no effective registration

statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon

exercise of the outstanding Warrants (the “Warrant Shares”), the Warrants may be exercised, in whole or in part, by means

of a “cashless exercise” in which case the holder will be entitled to receive a number of Warrant Shares equal to the quotient

obtained by dividing, (x) (A) as applicable, the VWAP of the Common Stock on the date immediately preceding the exercise date (if

the notice of exercise is (1) both executed and delivered on a day that is not a Trading Day (as defined in the Warrant) or (2) both

executed and delivered on a Trading Day prior to the opening of “regular trading hours) or the bid price of the Common Stock as

of the time of the holder’s execution of the applicable notice of exercise (if the notice of exercise is executed during “regular

trading hours” on a Trading Day), less the exercise price of the Warrant, multiplied by (B) the number of Warrant Shares that

would be issuable upon exercise of the Warrant if the exercise were by means of a cash exercise rather than a cashless exercise, by (y) the

price used in (A).

Fundamental Transaction

If a Fundamental Transaction (as such term is

defined in the Warrant) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every

right and power that the Company may exercise and will assume all of the Company’s obligations under the Warrants with the same

effect as if such successor entity had been named in the Warrant itself. If holders of the Common Stock are given a choice as to the

securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration

it receives upon any exercise of the Warrant following such Fundamental Transaction. In certain circumstances, the holder will have the

right to receive the Black Scholes Value of the Warrant calculated pursuant to a formula set forth in the Warrants, payable either in

cash or, under certain circumstances, in the same type or form of consideration that is being offered and being paid to the holders of

the Common Stock as described in the Warrants.

Rights of Holder

Except as otherwise provided in the Warrants

or by virtue of such holder’s ownership of shares of Common Stock, the holder of a Warrant does not have the rights or privileges

of a holder of the Common Stock, including any voting rights, until the holder exercises the Warrant.

Limitations on Exercise

The holders of the Warrants are prohibited from

exercising the Warrants for shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would

beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common Stock issued and

outstanding immediately after giving effect to such exercise.

The Securities Purchase Agreement

Restrictions on Subsequent Equity Sales

The Purchase Agreement provides that, (i) from

the date of the Purchase Agreement, with respect to the Initial Closing, and, (ii) from the date of each Closing, with respect to

each Closing other than the Initial Closing, and in each case, until the date that is 30 Trading Days following each applicable Registration

Statement Effectiveness Date (as defined below), the Company and its subsidiaries may not issue, enter into any agreement to issue or

announce the issuance or proposed issuance of any shares of Common Stock or common stock equivalents or file any registration statement

or amendment or supplement thereto other than a registration statement providing for the resale of the shares of Common Stock issuable

upon exercise of the Warrants (the “Warrant Shares”) and the shares of Common Stock issuable upon conversion of the Notes

(the “Conversion Shares”), subject to certain other limited exceptions.

The Purchase Agreement further provides that

until the date on which the Notes are no longer outstanding, the Company will be prohibited from effecting or entering into an agreement

to effect any issuance by the Company or any of its subsidiaries of Common Stock or common stock equivalents (or a combination of units

thereof) involving a Variable Rate Transaction (as defined therein).

Participation in Future Financings

Pursuant to the Purchase Agreement, until 12

months after the date on which the Notes are no longer outstanding, upon the Company or any of its subsidiaries issuing any securities,

including Common Stock, preferred stock, Indebtedness (as defined in the Purchase Agreement) or options or securities convertible into

shares of Common Stock (a “Subsequent Financing”), the Purchasers shall have the right to participate in the Subsequent Financing

up to an amount, in the aggregate, equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms,

conditions and price provided for in the financing.

The Purchase Agreement provides that at no time

can the participation rights granted pursuant thereto together with all pre-existing rights granted to such Purchaser to participate

in any Subsequent Financing exceed such Purchaser’s respective pro rata portion of the Participation Maximum.

Stockholder Approval

Pursuant to the Purchase Agreement, the Company

agreed to hold a meeting of stockholders at the earliest practical date after the Initial Closing Date (and in no event later than 60

days after the Initial Closing Date) (the “Stockholder Meeting Deadline”) and use its reasonable best efforts to obtain (i) such

approval as may be required under the applicable rules of Nasdaq from the Company’s stockholders with respect to the issuance of

Conversion Shares at the Alternate Conversion Price (as defined in the Notes) and (ii) approval from the Company’s stockholders

of a reverse stock split of Common Stock at a ratio to be determined by the Board of Directors of the Company in its discretion (the

“Stockholder Approval”).

If, despite the Company’s reasonable best

efforts the Stockholder Approval is not obtained within 180 days of the Initial Closing Date, the Company is obligated to cause an additional

stockholder meeting to be held within 120 days thereafter.

Miscellaneous

Pursuant to the Purchase Agreement, the Company

also agreed to restructure or equitize certain outstanding promissory notes previously issued to related parties, in the aggregate principal

amount of $6,305,517, no later than 30 calendar days following the Initial Closing Date.

The Purchase Agreement contains customary representations,

warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties.

Among other things, each of the Purchasers represented to the Company, that it is an “accredited investor” (as such term

is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and

the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act

and/or Regulation D promulgated thereunder.

The Registration Rights Agreement

In connection with the Private Placement, the

Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated April 30, 2026, with

the Purchasers, pursuant to which the Company agreed to prepare and file registration statements with the SEC registering the resale

of the Conversion Shares and the Warrant Shares.

Specifically, the Registration Rights Agreement

provides that the Company shall file a registration statement (the “Initial Registration Statement”) registering (i) the

Initial Conversion Shares then issued and issuable upon conversion of the Initial Notes (assuming on such date the Initial Notes are

converted at the Initial Conversion Price without regard to any conversion limitations contained therein), (ii) all Initial Warrant Shares

issued and issuable upon the exercise of the Initial Warrants (without regard to any exercise limitations therein), (iii) the Second

Conversion Shares to be issuable upon conversion of the Second Notes to be issued upon effectiveness of the Initial Registration Statement

(assuming on such date the Second Notes are converted at the Initial Conversion Price without regard to any conversion limitations contained

therein), and (iv) all Second Warrant Shares to be issuable upon the exercise of the Second Warrants (without regard to any exercise

limitations therein). The Company is required to file the Initial Registration Statement no later than 15 calendar days after the Initial

Closing Date (the “Initial Registration Statement Filing Date”), and to use its commercially reasonable efforts to have the

Initial Registration Statement declared effective as promptly as possible thereafter, and in any event not more than 60 days following

the Initial Closing Date (or 75 days following the Initial Closing Date in the event of a “full review” by the SEC) (the

“Initial Registration Statement Effectiveness Date”).

The Registration Rights Agreement further provides

that the Company shall file another registration statement (the “Second Registration Statement”) registering the difference

between (i) the sum of the Initial Conversion Shares and the Second Conversion Shares, assuming conversion at the Floor Price, and (ii)

the Initial Conversion Shares and the Second Conversion Shares registered pursuant to the Initial Registration Statement. The Company

is required to file the Second Registration Statement no later than 10 calendar days after the date on which the Company receives Stockholder

Approval (the “Second Registration Statement Filing Date”) and to use its commercially reasonable efforts to have the Second

Registration Statement declared effective as promptly as possible thereafter, and in any event not more than 60 days following the Second

Registration Statement Filing Date (or 75 days following the Second Registration Statement Filing Date in the event of a “full

review” by the SEC) (the “Second Registration Statement Effectiveness Date”).

Finally, the Registration Rights Agreement provides

that the Company shall file an additional registration statement (an “Additional Registration Statement”) registering (i)

all shares of Common Stock then issued and issuable upon conversion in full of the Additional Notes (assuming on such date that the Additional

Notes are converted in full at the Floor Price of the Additional Notes without regard to any conversion limitations therein) and (ii) all

Warrant Shares then issued and issuable upon exercise of the Warrants issued and issuable in the Additional Closing (assuming on such

date that such Warrants are exercised at the initial exercise price in full without regard to any exercise limitations therein). The

Company is required to file each Additional Registration Statement no later than 10 calendar days after the date of such Additional Closing

(the “Additional Registration Statement Filing Date” and, together with the Initial Registration Statement Filing Date and

the Second Registration Statement Filing Date, the “Filing Date”) and to use its commercially reasonable efforts to have

such Additional Registration Statement declared effective as promptly as possible thereafter, and in any event not more than 60 days

following the Additional Registration Statement Filing Date (or 75 days following the Additional Registration Statement Filing Date in

the event of a “full review” by the SEC) (the “Additional Registration Statement Effectiveness Date” and, together

with the Initial Registration Statement Effectiveness Date and the Second Registration Statement Effectiveness Date, the “Effectiveness

Date”).

Pursuant to the Registration Rights Agreement,

the Company will be required to pay to the Purchasers liquidated damages in the event any registration statement is not filed by the

applicable Filing Date or declared effective by the applicable Effectiveness Date, and in certain other limited circumstances, on a monthly

basis until cured. The Registration Rights Agreement further provides that the Company shall use commercially reasonable efforts to keep

such registration statements effective at all times until all securities covered by such registration statements have been sold or may

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

compliance with the current public information requirement under Rule 144.

The Placement Agency Agreement

Dawson James Securities, Inc. (“Dawson

James”) served as the Company’s exclusive placement agent in connection with the Private Placement pursuant to the terms

of a placement agency agreement (the “Placement Agency Agreement”), dated April 30, 2026, entered into between the Company

and Dawson James. Pursuant to the Placement Agency Agreement, Dawson James is entitled to receive (i) a cash fee equal to 4.6% of

the aggregate gross proceeds of the Private Placement, (ii) up to $55,000 for legal fees and expenses, and (iii) a warrant

exercise fee of 7% of the gross cash proceeds received as a result of the exercise for cash of any Warrants or any warrants issued in

connection with Company’s private placement that closed on February 17, 2026.

Pursuant to the Placement Agency Agreement, certain

officers of the Company executed, and each of the Company’s other officers and directors shall execute on or before the Second

Closing, lock-up agreements, pursuant to which they agreed, or shall agree, not to offer, pledge, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise

transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable

or exchangeable for shares of capital stock of the Company until 30 days after the effective date of the Initial Registration Statement.

The Placement Agency Agreement further provides that the Company shall deliver executed lock-up agreements from each of the Company’s

other officers and directors and holders of more than 5% of the outstanding shares of Common Stock similar lock-ups shall be delivered

in connection with the Second Closing providing for a lock-up period of 30 days after the effective date of the Initial Registration

Statement(s).

The foregoing descriptions of the Purchase Agreement,

the Notes, the Warrants, the Registration Rights Agreement and the Placement Agency Agreement are qualified in their entirety by reference

to the full text of such agreements, copies of the forms of which are attached hereto as Exhibit 10.1, 4.1, 4.2, 10.2 and 1.1, respectively,

and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such

agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such

agreements and may be subject to limitations agreed upon by the contracting parties.

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 under Item 1.01 above

of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above

of this Current Report on Form 8-K with respect to the sale and issuance of the Notes and Warrants, as well as the Conversion Shares

and Warrant Shares issuable upon conversion and exercise thereof, respectively, including those Notes and Warrants already sold and issued

at the Initial Closing and those that may be sold or issued in the Second Closing or Additional Closings, as well as any additional Conversion

Shares that may be issuable upon conversion of the Notes at the Floor Price after Stockholder Approval is obtained, if ever, is incorporated

by reference in this Item 3.02.

The Notes and the Warrants were offered and sold,

and with respect to Notes and Warrants to be sold and issued in the Second Closing or Additional Closings, will be offered and sold,

in a private placement pursuant to Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder. The Notes,

Warrants, Conversion Shares and Warrant Shares have not been registered, and to the extent not yet issued, will not be registered, under

the Securities Act or applicable state securities laws. Accordingly, these securities may not be reoffered or resold in the United States

absent registration with the SEC or an applicable exemption from such registration requirements. The Company relied, in part, on representations

made by the Purchasers in the Purchase Agreement. Each Purchaser has represented that it is an “accredited investor” as defined

in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or

for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The

sale of the securities did not involve a public offering and was made without general solicitation or general advertising.

Item 7.01. Regulation FD Disclosure.

On May 5, 2026, the

Company issued a press release (the “Press Release”) announcing the Private Placement. A copy of the press release is attached

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1

attached hereto are furnished and shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Item 8.01 Other Events.

The Board of Directors of the Company has determined

to hold the Company’s annual meeting of stockholders (the “Annual Meeting”) on Friday, June 12, 2026. All other relevant

information concerning the Annual Meeting will be included in the proxy statement relating to the Annual Meeting, which will be filed

with the Securities and Exchange Commission and become available to the Company’s stockholders at a later date.

Because the scheduled date of the Annual Meeting

is more than 30 days prior to the anniversary date of the Company’s 2025 annual meeting of stockholders, prior deadlines regarding

the submission of stockholder proposals in connection with the Annual Meeting are no longer applicable. Pursuant to Rule 14a-5(f) under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is providing notice of certain revised

deadlines for the submission of stockholder proposals in connection with the Annual Meeting. In order for a stockholder proposal, submitted

pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), to be considered timely for inclusion in the Company’s

proxy statement and form of proxy for the Annual Meeting, such proposal must be received by the Company by May 15, 2026. The Company

has determined this to be a reasonable time prior to the printing and mailing of our definitive proxy statement for the Annual Meeting.

In addition, in order for a stockholder proposal, made other than pursuant to Rule 14a-8, to be considered timely, such proposal must

also be received by the Company by May 15, 2026. Stockholders should submit proposals to the Company’s principal executive offices

RenX Enterprises, 100 Biscayne Blvd., Suite 1201, Miami, Florida 33132, Attn: Corporate Secretary. The Company reserves the right to

reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable

requirements.

All proposals must be delivered to the Company

in compliance with all applicable Securities and Exchange Commission rules and regulations and the Company’s Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished,

as applicable, with this Current Report on Form 8-K:

Exhibit

Number

Exhibit Description

1.1

Placement Agency Agreement, dated April 30, 2026, between the Company and Dawson James Securities, Inc.

4.1

Form of Senior Convertible Note

4.2

Form of Warrant

10.1*

Form of Securities Purchase Agreement, dated April 30, 2026

10.2

Form of Registration Rights Agreement, dated April 30, 2026

99.1

Press Release, dated May 5, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded

within the inline XBRL document)

Schedules have been omitted pursuant to Item 601(a)(5)

of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

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

authorized.

RENX ENTERPRISES CORP.

Dated: May 5, 2026

By:

/s/ Nicolai Brune

Name:

Nicolai Brune

Title:

Chief Financial Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED APRIL 30, 2026, BETWEEN THE COMPANY AND DAWSON JAMES SECURITIES, INC

EX-1.1

Filename: ea028885401ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

April 30, 2026

Dawson James Securities, Inc.

101 North Federal Highway, Suite 600

Boca Raton, FL 33432

Ladies and Gentlemen:

This letter (this “Agreement”)

constitutes the agreement between RenX Enterprises Corp., a Delaware corporation (the “Company”) and Dawson James Securities,

Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the placement

agent (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed

offer and private placement of its Securities (as defined in Section 3) in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D

(“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”)

under the Securities Act, and Dawson agrees to act as the Company’s exclusive Placement Agent (the “Offering”).

The Company and Dawson hereby mutually agree to the terms of the Offering and the Securities, and nothing in this Agreement may be construed

to suggest that Dawson would have the power or authority to bind the Company or an obligation for the Company to issue any Securities

or complete the Offering. The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable

“best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase

the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing

the Securities.

SECTION 1. Appointment of Dawson as

Exclusive Placement Agent.

On the basis of the representations,

warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the

Company hereby appoints the Placement Agent as its exclusive placement agent in connection with the Offering. The Offering documents shall

consist of a Securities Purchase Agreement, form of Note, form of Warrant, and form of Registration Rights Agreement, and all exhibits

attached thereto (collectively, the foregoing are referred to as the “Subscription Documents”). Pursuant to this appointment,

the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the Securities of the Company in the proposed

Offering. Until the earlier of the Second Closing (as defined in the Securities Purchase Agreement) or termination of this Agreement pursuant

to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers

to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as an agent

of the Company and use its reasonable “best efforts” to solicit offers to purchase the Securities from the Company on the

terms, and subject to the conditions, set forth in the Subscription Documents. The Placement Agent shall use commercially reasonable efforts

to assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by the Placement

Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any

potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances

will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the

Securities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be

on an “agency” basis and not on a “principal” basis.

The Placement Agent will solicit

offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent deems advisable. The

Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Company

and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the provision of Placement

Agent services related to the Offering are subject to market conditions and the receipt of all required related clearances and approvals.

SECTION 2. Fees; Expenses; Other Arrangements.

A. Placement Agent’s Fee. As compensation for services rendered, the Company shall pay to the

Placement Agent in cash by wire transfer in immediately available funds to an account or accounts designated by the Placement Agent an

amount (the “Placement Fee”) equal to four and six-tenths percent (4.6%) of the aggregate gross proceeds received by

the Company from the sale of the Securities at each closing of the Offering (each, a “Closing” and the date on which

a Closing occurs, the “Closing Date”). In the event any Warrants issued in this Offering or the February 2026 Offering

are exercised for cash, the Company shall pay to the Placement Agent a warrant exercise fee of seven percent (7%) of the gross cash proceeds

received as a result of the Warrant exercises.

B. Reserved.

C. Offering Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company

in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including,

without limitation: (a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all fees

and expenses relating to the listing of the Company's Common Stock on the Nasdaq Stock Market or the NYSE MKT or on such other stock exchanges

as the Company and Dawson together determine; (c) all fees, expenses and disbursements relating to background checks of the Company's

officers and directors; (d) all fees, expenses and disbursements required under the "blue sky" securities laws of such states

and other jurisdictions as Dawson may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable

fees and disbursements of “blue sky” counsel, which will be Dawson’s counsel, it being agreed that such fees and expenses

of such counsel for such “blue sky” work will be $15,000); (e) all fees, expenses and disbursements relating to the registration,

qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as Dawson may reasonably designate;

(f) the costs of all mailing and printing of the Subscription Documents; (g) the costs associated with bound volumes of the offering materials

as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time

after the Closing in such quantities as Dawson may reasonably request; (h) the fees and expenses of the Company's accountants; (i) the

fees and expenses of the Company's legal counsel and other agents and representatives; and (j) the legal and diligence fees and expenses

of the Placement Agent not otherwise covered in this paragraph 2(a)-(i) above, which legal and due diligence fees and expenses shall not

exceed $40,000.00.

SECTION 3. Description of the Offering.

The Securities to be offered

directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors”

or the “Purchasers”) pursuant to the Securities Purchase Agreement between the Company and the Investors (the “Purchase

Agreement”) shall consist of senior convertible notes in an aggregate principal amount of up to $100.0 million (the “Notes”),

of which, Notes in the aggregate principal amount of up to $13.0 million shall be issuable in the First Closing and Second Closing (each,

as defined in the Securities Purchase Agreement) and warrants (each, a “Warrant” and together with the Notes, the “Securities”)

to purchase one share of common stock, $0.001 par value per share (the “Common Stock”). The Offering will be limited

to Accredited Investors in the United States.

If the Company shall default

in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify

and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company

under this Agreement.

SECTION 4. Delivery and Payment; Closing.

Settlement of the Securities

purchased by an Investor shall be made as set forth in the Purchase Agreement. On the applicable Closing Date, the Securities shall be

delivered through such means as the parties to the Purchase Agreement may hereafter agree. The Securities shall be registered in such

name or names and in such authorized denominations as set forth in the Purchase Agreement. The term “Business Day”

means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by

law to close in New York, New York.

SECTION 5. Term and Termination of

Agreement.

The term of this Agreement

will commence upon the execution of this Agreement and will terminate on the earlier of (i) the Second Closing Date and (ii) the 30th

day after the date hereof. Notwithstanding anything to the contrary contained herein, any provision in this Agreement concerning or relating

to confidentiality, indemnification, contribution, advancement, the Company’s representations and warranties and the Company’s

obligations to pay fees and reimburse expenses will survive any expiration or termination of this Agreement. If any condition specified

in Section 8 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by

notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party

to any other party, except that those portions of this Agreement specified in Section 19 shall at all times be effective and shall

survive such termination.

SECTION 6. Permitted Acts.

Nothing in this Agreement

shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any

individual or entity “controlling,” controlled by,” or “under common control” with the Placement Agent (as

those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability to pursue,

investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual

or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

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

SECTION 7. Representations, Warranties

and Covenants of the Company.

As of the date and time of

the execution of this Agreement and the Closing Date the Company (i) makes such representations and warranties to the Placement Agent

as the Company makes to the Investors pursuant to the Purchase Agreement, and (ii) further represents, warrants and covenants to the Placement

Agent, that:

A. Integration. 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 of any security or solicited any offers to buy any security, under circumstances

that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require

the registration of any such securities under the Securities Act.

B. Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity,

agrees that it will not, for a period commencing on the date of this Agreement and continue and include the date that is thirty (30) days

after the effective date of the Initial Registration Statement (as defined in the Registration Rights Agreement) (the “Lock-Up

Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option

or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer

or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or

exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission

relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable

for shares of capital stock of the Company, other than (A) pursuant to a registration statement on Form S-8 for employee benefit

plans; (B) the filings of any registration statement or any amendment or supplement thereto, as contemplated pursuant to the Registration

Rights Agreement; (C) the filing of any amendment or supplement to any existing registration statement solely for the purpose of revising

any required disclosure in such registration statement, a registration statement to register new warrants issued as part of a warrant

inducement, or (D) the filing of any registration statement and amendments thereto required to be filed in connection with the transaction

with Resource Group US Holdings LLC, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of

shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect

any transaction specified in clause (i) or (ii).

Notwithstanding the foregoing, the foregoing

restrictions shall not apply in respect of an Exempt Issuance. For purposes of this Agreement, “Exempt Issuance” the

issuance of (a) shares of Common Stock, options, restricted stock units or other equity awards, including the shares of Common Stock underlying

any such equity awards, to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted

for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee

directors established for such purpose for services rendered to the Company and the Company’s stockholders or pursuant to Nasdaq

Rule 5635(c)(4), (b) any securities upon exercise of warrants and/or other securities exercisable or exchangeable for or convertible into

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

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

of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities

issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided

that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that

require or permit the filing of any registration statement in connection therewith during the prohibition period contained in this Section

7.B., and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through

its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide

to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is

issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

C. Lock-Up Agreements. The Company has caused each of David Villarreal and Nicolai Brune to deliver

to the Placement Agent an executed Lock-Up Agreement, in the form attached as Exhibit A hereto (the “Lock-Up Agreement”),

and on or before the Second Closing shall cause each of its other officers and directors to deliver to the Placement Agent an executed

Lock-Up Agreement in the same form.

D. Consent. Notwithstanding the prior Lock-Up Agreement executed by the Company in connection with

the Company’s February 2026 private placement, the Placement Agent hereby consents to the Company’s offer, sale and issuance

of the Securities (and the shares of Common Stock issuable upon conversion or exercise of the Securities, as applicable) and the filing

of one or more registration statements as contemplated by the Registration Rights Agreement.

E. Reservation of Common Stock. So long as any Notes or Warrants remain outstanding, the Company shall

take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum

number of shares of Common Stock issuable upon conversion and/or exercise of the Notes and Warrants.

SECTION 8. Conditions to the Obligations

of the Placement Agent.

The obligations of the Placement

Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section

7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of

the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

A. Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required

under Regulation D and to provide a copy thereof to Placement Agent promptly after such filing. The Company shall, on or before each Closing

Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the

Securities for sale to the Investors at the 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 Placement Agent on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement,

the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities

laws (including, without limitation, all applicable federal securities laws and all applicable “blue sky” laws), and the Company

shall comply with all applicable federal, state, local and foreign laws, statutes, rules, regulations and the like relating to the offering

and sale of the Securities to the Investors.

B. Company Counsel Matters. On the Closing Date, the Placement Agent shall have received the favorable

opinion from Blank Rome LLP, outside counsel for the Company, dated the Closing Date and addressed to the Placement Agent, substantially

in form and substance reasonably satisfactory to the Placement Agent.

C. Officer’s Certificate. On each Closing Date, the Placement Agent shall have received a certificate

of the chief financial officer of the Company, dated as of the Closing Date, to the effect that, (i) as of the Closing Date the representations

and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, and that

the obligations to be performed by the Company hereunder have been fully performed in all material respects, and (ii) to the best of their

knowledge, there has not been, subsequent to December 31, 2025, any material adverse change in the financial position or results of operations

of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse effect.

D. Secretary’s Certificate. On each Closing Date, the Placement Agent shall have received from

the Company a certificate of the corporate secretary of the Company, dated as of the Closing Date, certifying to the organizational documents

of the Company, good standing in the jurisdiction of formation of the Company and board resolutions authorizing the Offering of the Securities.

E. No Material Changes. Since December 31, 2025, no event or series of events shall have occurred

that reasonably would have or could result in a Material Adverse Effect.

F. Delivery of Agreements.

i. Registration Rights Agreement. On or before the Initial Closing Date, the Company shall have delivered

to the Placement Agent an executed copy of the Registration Rights Agreement duly executed by the Company.

ii. Lock-Up Agreements. On or before the Initial Closing Date, the Company shall have delivered to

the Placement Agent executed copies of the Lock-Up Agreements from David Villarreal and Nicolai Brune, and on or before the Second Closing

Date, the Company shall have delivered to the Placement Agent executed copies of the Lock-Up Agreements from each of the Company’s

other officers and directors and holders of more than 5% of the outstanding shares of Common Stock of the Company, which Lock-Up Agreements

shall provide for a lock-up period of thirty (30) days from the effective date of the Registration Statement.

SECTION 9. Indemnification and Contribution;

Procedures.

A. Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement

Agent, its affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the

directors, officers, agents and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent,

and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims,

damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse

each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons,

except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment

of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether

or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material

fact contained in (i) the Subscription Documents; (ii) any materials or information provided to investors by, or with the approval of,

the Company in connection with the marketing of the Offering, including any “road show” or investor presentations made

to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication

(in this Section 9, collectively called “application”) executed by the Company or based upon written information

furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission,

any state securities commission or agency, any national securities exchange; or the omission or alleged omission therefrom of a material

fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’s

information. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such

Indemnified Person’s enforcement of his or its rights under this Agreement. Each Indemnified Person is an intended third-party beneficiary

with the same rights to enforce the indemnification that each Indemnified Person would have if he was a party to this Agreement.

B. Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified

Person with respect to which indemnity may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly

notify the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company

from any obligation or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,

except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay. The

Company shall, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel and reasonably

satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company

has failed promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other Indemnified Persons

or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of

interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing the Indemnified

Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, it being

understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (together with local counsel),

representing the Placement Agent and all Indemnified persons who are parties to such action. The Company shall not be liable for any settlement

of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without

the prior written consent of the Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate

any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder

(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an

unconditional release of each Indemnified Person from all Liabilities arising out of such action for which indemnification or contribution

may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on

behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution obligations of the Company required

hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as every Liability

and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it is incurred

(and in no event later than 30 days following the date of any invoice therefor).

C. Indemnification of the Company. The Placement Agent agrees to indemnify and hold harmless the Company,

its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or

omissions, or alleged untrue statements or omissions made in the Subscription Documents or any amendment or supplement thereto, in reliance

upon, and in strict conformity with, the Placement Agent’s Information. In case any action shall be brought against the Company

or any other person so indemnified based on any Subscription Documents or any amendment or supplement thereto, and in respect of which

indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company, and the

Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions of Section

9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings against the Company

or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection with the Subscription

Documents, provided, that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation

or liability which the Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent

the Placement Agent is materially prejudiced as a proximate result of such failure.

D. Contribution. In the event that a court of competent jurisdiction makes a finding that indemnity

is unavailable to any indemnified person, then each indemnifying party shall contribute to the Liabilities and Expenses paid or payable

by such indemnified person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand,

and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii)

if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but

also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand,

in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations;

provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in

the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of commissions actually received by the Placement

Agent pursuant to this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the

Company on the one hand or the Placement Agent on the other and the parties’ relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission. The Company and the Placement Agent agree that it would not be just and

equitable if contributions pursuant to this subsection (D) were determined by pro rata allocation or by any other method of allocation

which does not take account of the equitable considerations referred to above in this subsection (D). For purposes of this paragraph,

the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this

Agreement shall be deemed to be in the same proportion as: (a) the total value received by the Company in the Offering, whether or not

such Offering is consummated, bears to (b) the commissions paid to the Placement Agent under this Agreement. Notwithstanding the above,

no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution

from a party who was not guilty of fraudulent misrepresentation.

E. Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether

direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered

by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions

or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction

has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s

gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

F. Survival. The advancement, reimbursement, indemnity and contribution obligations set forth in this

Section 9 shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s

services under or in connection with, this Agreement. Each Indemnified Person is an intended third-party beneficiary of this Section

9, and has the right to enforce the provisions of Section 9 as if he/she/it was a party to this Agreement.

SECTION 10. Limitation of Dawson’s

Liability to the Company.

Dawson and the Company further

agree that neither Dawson nor any of its affiliates or any of their respective officers, directors, controlling persons (within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its

security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect,

in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief

arising out of or relating to this Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities, costs

or expenses that arise out of or are based on any action of or failure to act by Dawson and that are finally judicially determined to

have resulted solely from the gross negligence or willful misconduct of Dawson.

SECTION 11. Limitation of Engagement

to the Company.

The Company acknowledges that

Dawson has been retained only by the Company, that Dawson is providing services hereunder as an independent contractor (and not in any

fiduciary or agency capacity) and that the Company’s engagement of Dawson is not deemed to be on behalf of, and is not intended

to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Dawson or any

of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the

Securities Act or Section 20 of the Exchange Act), employees or agents. Unless otherwise expressly agreed in writing by Dawson, no one

other than the Company is authorized to rely upon any statement or conduct of Dawson in connection with this Agreement. The Company acknowledges

that any recommendation or advice, written or oral, given by Dawson to the Company in connection with Dawson’s engagement is intended

solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation

or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other

purpose. Dawson shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall

have the right to reject any investor introduced to it by Dawson. If any purchase agreement and/or related transaction documents are entered

into between the Company and the investors in the Offering, Dawson will be entitled to rely on the representations, warranties, agreements

and covenants of the Company contained in any such purchase agreement and related transaction documents as if such representations, warranties,

agreements and covenants were made directly to Dawson by the Company.

SECTION 12. Amendments and Waivers.

No supplement, modification

or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party to exercise

any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions

of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall

any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.

SECTION 13. Confidentiality.

In the event of the consummation

or public announcement of the Offering, Dawson shall have the right to disclose its participation in the Offering, including, without

limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers and journals. Dawson

agrees not to use any confidential information concerning the Company provided to Dawson by the Company for any purposes other than those

contemplated under this Agreement.

SECTION 14. Headings.

The headings of the various

sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this Agreement.

SECTION 15. Counterparts.

This Agreement may be executed

in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original

and all such counterparts shall together constitute one and the same instrument.

SECTION 16. Severability.

In case any provision contained

in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining

provisions contained herein will not in any way be affected or impaired thereby.

SECTION 17. Use of Information.

The Company will furnish Dawson

such written information as Dawson reasonably requests in connection with the performance of its services hereunder. The Company understands,

acknowledges and agrees that, in performing its services hereunder, Dawson will use and rely entirely upon such information as well as

publicly available information regarding the Company and other potential parties to an Offering and that Dawson does not assume responsibility

for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise furnished to

it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial information, forecasts or

projections considered by Dawson in connection with the provision of its services.

SECTION 18. Absence of Fiduciary

Relationship.

The Company acknowledges and

agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Securities

and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created in respect of any

of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company

on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company

following discussions and arms-length negotiations with the Investors and the Company is capable of evaluating and understanding and understands

and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Placement

Agent and its affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company

and that the Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory

or agency relationship; and (d) it has been advised that the Placement Agent is acting, in respect of the transactions contemplated by

this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agents may have

interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have

against the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.

SECTION 19. Survival of Indemnities,

Representations, Warranties, Etc.

The respective indemnities,

covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this Agreement

or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made

by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive delivery of

and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant

to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in Sections 2, 9, 10,

and 11, respectively, and the Company’s covenants, representations, and warranties set forth in this Agreement shall not terminate

and shall remain in full force and effect at all times. The indemnity and contribution provisions contained in Section 9 and the

covenants, warranties and representations of the Company contained in this Agreement shall remain operative and in full force and effect

regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Placement Agent, any person who

controls any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any affiliate

of any Placement Agent, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the

meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.

SECTION 20. Governing Law.

This Agreement shall be governed

by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be fully performed therein.

Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal

courts located in Palm Beach, Florida. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts

in Palm Beach, Florida. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of

any court sitting in Palm Beach, Florida.

SECTION 21. Notices.

All communications hereunder

shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows:

If to the Company:

RenX Enterprises Corp.

100 Biscayne Blvd., #1201

Miami, FL 33132

Attention: Nicolai Brune,

Chief Financial Officer

with a copy (which will not

constitute notice) to:

Blank Rome LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Leslie Marlow,

Melissa P. Murawsky and Hank Gracin

E-mail:leslie.marlow@blankrome.com

melissa.murawsky@blankrome.com

hank.gracin@blankrome.com

If to the Placement Agent:

Dawson James Securities, Inc.

101 North Federal Highway,

Suite 600

Boca Raton, FL 33432

Attention: Chief Executive

Officer

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

SECTION 22. Miscellaneous.

This Agreement shall not be

modified or amended except in writing signed by Dawson and the Company. This Agreement shall be binding upon and inure to the benefit

of both Dawson and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire

agreement of Dawson and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision

of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any

other respect, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts

(including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and

the same instrument.

SECTION 23. Successors.

This Agreement will inure

to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling

persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except as set forth

in Section 9 of this Agreement, no other person will have any right or obligation hereunder.

SECTION 24. Partial Unenforceability.

The invalidity or unenforceability

of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph

or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,

there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

[The remainder of this page

has been intentionally left blank.]

In acknowledgment that the

foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please sign in

the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.

Very truly yours,

RENX ENTERPRISES CORP.

By:

/s/ Nicolai Brune

Name:

Nicolai Brune

Title:

Chief Financial Officer

Accepted and Agreed to as of the date first

written above:

DAWSON JAMES SECURITIES, INC.

By:

/s/ Robert D. Keyser, Jr.

Name:

Robert D. Keyser, Jr.

Title:

Chief Executive Officer

[Signature Page to Placement

Agency Agreement Between RenX Enterprises Corp. and Dawson James Securities, Inc.]

EXHIBIT A

Lock-Up Agreement

EX-4.1 — FORM OF SENIOR CONVERTIBLE NOTE

EX-4.1

Filename: ea028885401ex4-1.htm · Sequence: 3

Exhibit 4.1

FORM OF SENIOR CONVERTIBLE NOTE

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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS

NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 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.

ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY

REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY,

THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii)

OF THIS NOTE.

RENX

ENTERPRISES CORP.

Senior

Convertible Note

Issuance Date: May [ ], 2026

Original Principal Amount: US $[_]

FOR VALUE RECEIVED,

RenX Enterprises Corp., a Delaware corporation (the “Company”), hereby promises to pay to the order of ____________

or its registered assigns (“Holder”) the Outstanding Principal Value of the amount set forth above as the Original

Principal Amount (as may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)

when due, upon the Maturity Date (as defined below), or upon redemption or otherwise (in each case in accordance with the terms hereof)

and to pay interest (“Interest”) on the Outstanding Principal Value of this Note at the applicable Interest Rate from

the date set forth above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether

upon the Maturity Date or upon conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible

Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one

of the Senior Convertible Notes issued pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”),

dated as of April 30, 2026, by and among the Company and the investors (the “Buyers”) referred to therein, as amended

from time to time (collectively, the “Notes”, and such other Senior Convertible Notes, the “Other Notes”).

Certain capitalized terms used herein are defined in Section 32.

1. PAYMENTS.

On the Maturity Date, the Company shall pay to the Holder an amount in cash representing 110% of the Outstanding Value of this Note as

of the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any portion of the Outstanding Principal

Value, accrued and unpaid Interest or accrued and unpaid Late Charges on Outstanding Principal Value and Interest. Notwithstanding anything

herein to the contrary, with respect to any conversion or redemption hereunder, as applicable, the Company shall convert or redeem, as

applicable, First, all accrued and unpaid Late Charges on any Outstanding Principal Value and Interest hereunder and under any

Other Notes held by the Holder and all other amounts owed to the Holder under any other Transaction Document, Second, all accrued

and unpaid Interest hereunder and under any Other Notes held by such Holder, Third, all other amounts (other than Outstanding Principal

Value) outstanding under any Other Notes held by such Holder and, Fourth, all Outstanding Principal Value hereunder and under any

Other Notes held by such Holder, in each case, allocated pro rata among this Note and such Other Notes held by such Holder.

2. INTEREST;

INTEREST RATE.

(a) Interest

on this Note shall commence accruing on the Issuance Date and shall be computed on the Outstanding Principal Value of this Note and on

basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall compound each calendar

month and shall be payable in accordance with the terms of this Note. Interest shall be paid on such Interest Date in cash.

(b) Prior

to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of inclusion

of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption in accordance

with Section 12 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the continuance

of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or if the Holder has

delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default has occurred),

the Interest Rate shall automatically be increased to eighteen percent (18.0%) per annum (the “Default Rate”). In the

event that such Event of Default is subsequently cured (and no other Event of Default then exists, including, without limitation, for

the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to in the

preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that the Interest

as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent

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

3. CONVERSION

OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable shares

of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.

(a) Conversion

Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled

to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable

shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction

of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock,

the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer,

stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined

below)) that may be payable with respect to the issuance and delivery of shares of Common Stock upon conversion of any Conversion Amount.

(b) Conversion

Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined

by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

(i) “Conversion

Amount” means the sum of (A) the portion of the Outstanding Principal Value of this Note to be converted, redeemed or otherwise

with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Outstanding Principal Value

of this Note, (C) accrued and unpaid Late Charges with respect to such Outstanding Principal Value of this Note and Interest, and (D)

any other unpaid amounts pursuant to the Transaction Documents, if any.

(ii) “Conversion

Price” means, as of any Conversion Date or other date of determination, $2.895, subject to adjustment as provided herein.

of Conversion.

(i) Optional

Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the

Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a

copy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)

to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder

shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking

with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). On or before the first (1st)

Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in

the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such

shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgment”)

to the Holder and the Company’s transfer agent (the “Transfer Agent”) which confirmation shall constitute an

instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the first (1st)

Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the

Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of

such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company

shall cause its Transfer Agent (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”)

Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of shares of Common Stock to which

the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through

its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder,

issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate or evidence of

book entry, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be

entitled pursuant to such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the Outstanding

Principal Value of this Note is greater than the Outstanding Principal Value portion of the Conversion Amount being converted, then the

Company shall as soon as practicable and in no event later than two (2) Business Days after receipt of this Note and at its own expense,

issue and deliver to the Holder (or its designee) a new Note (in accordance with Section 20(d)) representing the Outstanding Principal

Value of this Note not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this

Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding

anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement

and prior to the Holder’s receipt of the notice of an Allowable Grace Period (as defined in the Registration Rights Agreement),

the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection

with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered

into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent

applicable, and for which the Holder has not yet settled.

(ii) Company’s

Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery

Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate

for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s

share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee

with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as

the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of the Conversion

Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares

and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify

the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate number

of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance

account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter

referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion Failure”),

then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such

Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 2.0% of the product

of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which

the Holder is entitled, multiplied by (B) any trading price of the shares of Common Stock selected by the Holder in writing as in effect

at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2)

the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case

may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion

Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant

to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer

Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register

such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent

shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock

to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to

clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market

transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock

issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from the Company in connection

with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in addition to all other remedies

available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s

discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,

stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation,

by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s

obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder

or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon

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

honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit

the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to

which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount

equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest

Closing Sale Price of the shares of Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion

Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing

shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation,

a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing

shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant

to the terms hereof.

(iii) Registration;

Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses

of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The

entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes

shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation,

the right to receive payments of Outstanding Principal Value and Interest hereunder) notwithstanding notice to the contrary. A Registered

Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its

receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record

the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as

the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 20, provided

that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within

two (2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer

or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion

of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless

the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance

of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Outstanding Principal

Value, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the

case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender

of this Note upon conversion. If the Company does not update the Register to record such Outstanding Principal Value, Interest and Late

Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two

(2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

(iv) Pro

Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the same

Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject

to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such holder’s

portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such date by such holder

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

of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the

number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 24. If a Conversion Notice delivered

to the Company would result in the issuance of a number of shares of Common Stock in excess of the Maximum Percentage, and the Holder

does not elect in writing to withdraw such Conversion Notice, the Company shall hold such Conversion Notice in abeyance until such time

as such Conversion Notice may be satisfied without causing the issuance of a number of shares of Common Stock in excess of the Maximum

Percentage (with such calculations thereunder made as of the date such Conversion Notice was initially delivered to the Company).

(d) Limitations

on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to

convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and

treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties

collectively would beneficially own in excess of [4.99%/9.99%] (the “Maximum Percentage”) of the shares of Common Stock

outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares

of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock

held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with

respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon

(A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties

and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,

any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the

Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this

Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange

Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note

without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x)

the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public

filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by

the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding

Share Number”). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding

shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number

of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial

ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced

number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral

request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder

the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined

after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution

Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common

Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section

13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be

cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written

notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st)

day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such

notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day

after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution

Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common

Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by

the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert

this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any

subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise

than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph (or any portion of this

paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) or

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

may not be waived and shall apply to a successor holder of this Note. Notwithstanding any contrary provisions of this Section 3(d), nothing

herein shall be deemed to prevent the Holder from submitting one or more Conversion Notices which are conditioned on the Holder selling

a sufficient number of shares of Common Stock that are, or are deemed to be, beneficially owned by Holder and/or its Affiliates such that

the Company may effect such Conversion Notice without violating the provisions of this Section 3(d) (a “Conditional Conversion

Notice”). The Company shall be required to deliver an Acknowledgment with respect to a Conditional Conversion Notice in accordance

with Section 3(c)(i) to the same extent as any Conversion Notice that is not a Conditional Conversion Notice. Any Conditional Conversion

Notice may be revoked by the Holder until such time that it has notified the Company in writing that the Conditional Conversion Notice

can be effected without violating this Section 3(d) (a “Condition Removal Notice”). Once a Condition Removal Notice

has been delivered to the Company, such Conditional Conversion Notice shall be an ordinary Conversion Notice for all purposes hereunder

subject to all of the provisions of Section 3(c) and the other applicable provisions of this Note.

(e)  Right

of Alternate Conversion.

(i)

Subject to Sections 3(d), at any time after the later of (i) the date of the receipt of the Stockholder

Approval and (ii) 120 calendar days following the Initial Closing Date, provided that, the Stockholder Approval has been received by such

date, the Holder may, at the Holder’s option, convert (each, an “Alternate Conversion”, and the date of such

Alternate Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion

of the Conversion Amount subject to such Alternate Conversion, each, an “Alternate Conversion Amount”) into Common

Stock at a conversion price equal to the greater of (x) the Floor Price and (y) 92% of the lowest VWAP in the ten (10) Trading Days prior

to the applicable Alternate Conversion Date (the “Alternate Conversion Price”).

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant

to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes

hereunder with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of

this Note that the Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary

in this Section 3(e), but subject to Sections 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate

Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into Common Stock pursuant to Section

3(c) without regard to this Section 3(e).

4. RIGHTS

UPON EVENT OF DEFAULT.

(a) Event

of Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses

(viii), (x) and (ix) shall constitute a “Bankruptcy Event of Default”:

(i) the

failure of the applicable Registration Statement to be filed with the Commission on or prior to the date that is five (5) days after the

applicable Filing Date (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statement to be

declared effective by the Commission on or prior to the date that is five (5) days after the applicable Effectiveness Date (as defined

in the Registration Rights Agreement);

(ii) while

the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,

the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop

order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as

defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities covered by such Registration

Statement in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of

five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day period);

(iii) the

suspension from trading or the failure of the shares of Common Stock to be trading or listed (as applicable) on an Eligible Market for

a period of five (5) consecutive Trading Days;

(iv) the

Company’s (A) failure to cure a Conversion Failure or a failure to deliver shares of Common Stock upon exercise of the Warrants

by the Warrant Share Delivery Date (as defined in the Warrants) by delivery of the required number of shares of Common Stock within five

(5) Trading Days after the applicable Conversion Date or date of exercise of the Warrants, respectively or (B) notice, written

or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public announcement or through any of its agents

at any time, of its intention not to comply, as required, with a request for conversion of any Notes into shares of Common Stock that

is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d), or a request for exercise of any

Warrants for shares of Common Stock in accordance with the provisions of the Warrants;

(v) the

Company’s or any Subsidiary’s failure to pay to the Holder any amount of Outstanding Value of this Note or other amounts when

and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any Interest,

Late Charges, redemption payments or amounts hereunder except that there shall be a three (3) day grace period for failure to pay any

Interest) or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate

or other instrument delivered in connection with the transactions contemplated hereby and thereby, if such failure remains uncured for

a period of at least two (2) Trading Days;

(vi) the

Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion of

the Notes and exercise of the Warrants as and when required by such securities or the Securities Purchase Agreement, unless otherwise

then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;

(vii) the

occurrence of any event of default under, redemption of or acceleration prior to maturity of at least an aggregate of $500,000 of Indebtedness

of the Company or any of its Subsidiaries, other than with respect to any Other Notes;

(viii) bankruptcy,

insolvency, administration, judicial management, reorganization or liquidation proceedings or other proceedings for the relief of debtors

shall be instituted by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party,

shall not be dismissed within thirty (30) days of their initiation;

(ix) the

commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,

insolvency, administration, judicial management, reorganization, liquidation or other similar law or of any other case or proceeding to

be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect

of the Company or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,

administration, judicial management, reorganization, liquidation or other similar law or to the commencement of any bankruptcy or insolvency

case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable

federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a

custodian, receiver, liquidator, administrator, judicial manager, assignee, trustee, sequestrator or other similar official of the Company

or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the

execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by

it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary

in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or

any other similar action under federal, state or foreign law;

(x) the

entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, administration, judicial management,

reorganization, liquidation or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or

any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment,

administration, judicial management or composition of or in respect of the Company or any Subsidiary under any applicable federal, state

or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, administrator,

judicial manager, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part

of its property, or ordering the administration, judicial management, winding up or liquidation of its affairs, and the continuance of

any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed

and in effect for a period of sixty (60) consecutive days;

(xi) a

final judgment or judgments for the payment of money aggregating in excess of $500,000 are rendered against the Company and/or any of

its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending

appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered

by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth above so long

as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably

satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary

(as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;

(xii) the

Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period,

any payment with respect to any Indebtedness in excess of $500,000 due to any third party (other than, with respect to Indebtedness, payments

contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect to which adequate

reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement

for monies owed or owing in an amount in excess of $500,000, which breach or violation permits the other party thereto to declare a default

or otherwise accelerate amounts due thereunder, or (ii) suffers to exist any other circumstance or event that would, with or without the

passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary,

which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including

results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries,

individually or in the aggregate;

(xiii) other

than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation or warranty

or any covenant or other term or condition, in each case, set forth in any of the Transaction Documents in any respect, except, in the

case of a breach of a covenant or term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive

Trading Days;

(xiv) a

false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event of Default

has occurred;

(xv) any

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

(xvi) the

occurrence of any Public Information Failure (as defined in the Securities Purchase Agreement) that remains uncured for at least 10 calendar

days;

(xvii) any

provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be

valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party

thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any

of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that

it has any liability or obligation purported to be created under any Transaction Document;

(xviii) if

either (i) the Chief Executive Officer as of the date hereof ceases to be the Chief Executive Officer of the Company or (ii) the Chief

Financial Officer as of the date hereof ceases to be the Chief Financial Officer of the Company;

(xix) at

any time following the tenth (10th) consecutive day that the Holder’s allocation of the Required Reserve Amount (as defined

in Section 11(a) below) is less than the sum of (A) the number of shares of Common Stock that the Holder would be entitled to receive

upon a conversion of the full Conversion Amount of this Note (assuming a conversion at the Conversion Price then in effect and without

regard to any limitations on conversion set forth in Section 3(d), or otherwise), and (B) the number of shares of Common Stock that the

Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without regard to any limitations on exercise

set forth in the Warrants); or

(xx) any

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

(b) Notice

of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,

the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s

receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default the Holder may, regardless of whether such

Event of Default has been cured, require the Company to redeem all or any portion of this Note by delivering written notice thereof (the

“Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion

of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section

4(b) shall be redeemed by the Company at a price equal to the greater of (i) product of (A) the Conversion Amount to be redeemed multiplied

by (B) the Redemption Premium and (ii) the product of (X) the Conversion Rate (calculated assuming the Conversion Price as of the date

of the Event of Default Redemption Notice) with respect to the Conversion Amount in effect at such time as the Holder delivers an Event

of Default Redemption Notice multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price

of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending

on the date the Company makes the entire payment required to be made under this Section 4(b) (the “Event of Default Redemption

Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12. To the extent

redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note

by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section

4(b), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full,

the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted, in whole

or in part, by the Holder into shares of Common Stock pursuant to the terms of this Note. In the event of the Company’s redemption

of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of

the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment

opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall

be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption

upon an Event of Default shall not constitute an election of remedies by the Holder, and all other rights and remedies of the Holder shall

be preserved. For the avoidance of doubt, the provisions of this Section 4(b) shall apply to successive Events of Default.

Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that

is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Company

shall immediately pay to the Holder an amount in cash representing (i) the Outstanding Value of this Note, multiplied by (ii) the Redemption

Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the

Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a

Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including

any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default

Redemption Price or any other Redemption Price, as applicable.

5. RIGHTS

UPON FUNDAMENTAL TRANSACTION.

(a) Assumption.

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

is not the Company) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance

with the provisions of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder, such consent

not to be unreasonably withheld, and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to

each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar

in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal

amounts then outstanding and the interest rates of the Notes held by such holder, having similar conversion rights as the Notes and having

similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity)

is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any

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

Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead

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

under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued

upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of

Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 17, which shall

continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction,

such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which the

Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately

prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with

the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to

the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this

Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations

on the conversion of this Note.

(b) Notice

of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the

consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such

Change of Control, the Company shall deliver written notice thereof via electronic mail or overnight courier to the Holder (a “Change

of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of Control Notice

or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the

immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of consummation

of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change

of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof (“Change

of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount

the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company

in cash at a price equal to the greater of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion

Amount being redeemed, and (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion

Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the Common Stock during

the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control

and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption

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

by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash

consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares

of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall

be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such

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

proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement

of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption

Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 12 and shall have

priority to payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section 5(b)

are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be

deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until the

Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption

under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into shares of Common

Stock pursuant to Section 3. In the event of the Company’s redemption of any portion of this Note under this Section 5(b), the Holder’s

damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the

uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due

under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss

of its investment opportunity and not as a penalty.

6. RIGHTS

UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a) Purchase

Rights. In addition to any adjustments pursuant to Sections 7 or 17 below, if at any time the Company grants, issues or sells any

Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all

of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled

to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any

limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or sale of such

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

for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right

to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be

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

of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date,

maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the

benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution

Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,

issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right

has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,

if applicable)) to the same extent as if there had been no such limitation).

(b) Other

Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental

Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or

in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure

that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition

to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled

with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate

Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the shares of

Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock

in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this

Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion

rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form

and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events

and shall be applied without regard to any limitations on the conversion or redemption of this Note.

7. RIGHTS

UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment

of Conversion Price upon Subdivision or Combination of Shares of Common Stock. Without limiting any provision of Section 6 or

Section 17, if the Company at any time on or after the Closing Date subdivides (by any stock split, stock dividend, stock combination,

recapitalization or other similar transaction) its outstanding shares of Common Stock into a greater number of shares, the Conversion

Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 6,

if the Company at any time on or after the Closing Date combines (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately

prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately

after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during

the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately

to reflect such event.

(b) [Reserved.]

(d) Calculations.

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

as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the

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

(e) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of

this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then current

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

provided, however, that if the conversion price of any Other Notes is reduced, the Holder shall have the right to elect to have the Conversion

Price of this Note reduced to such lower price, effective concurrently therewith.

8. [RESERVED].

9. SUBSEQUENT

PLACEMENT OPTIONAL REDEMPTION.

(a) General.

At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent Placement (the “Holder

Notice Date”) and (y) the time of consummation of a Subsequent Placement (in each case, other than with respect to Excluded

Securities) (each, an “Eligible Subsequent Placement”), the Holder shall have the right, in its sole discretion, to

require that the Company redeem (each an “Subsequent Placement Optional Redemption”) all, or any portion, of the Conversion

Amount under this Note not in excess of the Holder’s Holder Pro Rata Amount of 30% of the gross proceeds from all Eligible Subsequent

Placements (the “Eligible Subsequent Placement Optional Redemption Amount”) by delivering written notice thereof (a

“Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding the foregoing, if the Holder is

participating in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all, or any part, as

set forth in such written request, of any amounts that would otherwise be payable to the Holder in such Subsequent Placement Optional

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

Subsequent Placement.

(b) Mechanics.

Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable

Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the Holder is electing

to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement

Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the fifteenth

(15th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the

consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption pursuant to

this Section 9 shall be redeemed by the Company in cash at a price equal to 110% of the Subsequent Placement Optional Redemption Amount

(the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9 shall be made in accordance

with the provisions of Section 12. For greater certainty, the Subsequent Placement Optional Redemption Amount shall be applied to this

Note as provided in the last sentence of Section 1.

10. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the

Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets,

consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to

avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions

of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality

of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase the par

value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall

take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable

shares of Common Stock upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar

day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to

restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without

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

11. RESERVATION

OF AUTHORIZED SHARES.

(a) Reservation.

So long as this Note remains outstanding, the Company shall at all times reserve at least 100% of the number of shares of Common Stock

as shall from time to time be necessary to effect the conversion of the Outstanding Value of this Note then outstanding at the Floor Price

(without regard to any limitations on conversions and assuming this Note remains outstanding until the Maturity Date), provided, that

such calculation of shares of Common Stock calculated for these purposes shall only be required to be calculated by the Company on a monthly

basis (the “Required Reserve Amount”).

(b) Insufficient

Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while any of the Notes remain outstanding

the Company does not have a sufficient number of authorized and unreserved shares of Common Stock at such time of calculation to satisfy

its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required

Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase

the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the

occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure,

the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock.

In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit

its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend

to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the

Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve

the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and

submitting for filing with the Commission an Information Statement on Schedule 14C. In the event that the Company is prohibited from issuing

shares of Common Stock pursuant to the terms of this Note due to the failure by the Company to have sufficient shares of Common Stock

available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized

Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange

for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum

of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the shares of Common Stock

on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such

Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section 11; and (ii) to the extent

the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder

of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection

therewith. Nothing contained in this Section 11 shall limit any obligations of the Company under any provision of the Securities Purchase

Agreement.

12. REDEMPTIONS.

(a) Mechanics.

The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after the

Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control Redemption

Notice in accordance with Section 5, the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash

concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control

and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall deliver the applicable

Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional Redemption Date.

Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive

a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable

Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document

and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other

Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly

cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing the Outstanding Principal Value

of this Note which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within

the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have

the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing

the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any Late Charges

thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void

with respect to such Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note (in accordance with

Section 20(d), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may be) shall be increased

by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this

Section 12(a), if applicable) minus (2) the Outstanding Principal Value portion of the Conversion Amount submitted for redemption. The

Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect the

Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect to the

Conversion Amount subject to such notice.

(b) Redemption

by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment

as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b), Section 5(b) or Section

9 (each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its

receipt thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or

more Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business

Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which

is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable

to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received during

such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder)

based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices

received by the Company during such seven (7) Business Day period.

at the Option of the Company.

(i) The

Company shall have the right to redeem all or any portion of the Outstanding Value of this Note at such time (the “Optional Redemption”)

at a redemption price equal to the product of (x) the Redemption Premium multiplied by (y) the Conversion Amount of the Outstanding Value

of this Note being redeemed (such price, the “Optional Redemption Price”). Notwithstanding the foregoing, the Company

will not exercise its rights to Optional Redemption, or otherwise send a Notice of Optional Redemption (as defined below) unless the Company

has sufficient funds legally available to fully pay the Optional Redemption Price in respect of the Outstanding Value of this Note called

for Optional Redemption. The Optional Redemption Price shall be payable in cash.

(ii) If

the Company elects to effect an Optional Redemption, the Company shall send to the Holders a written notice (i) notifying the Holders

of the election of the Company to redeem all or the applicable part of the Outstanding Value of this Note and the date set for redemption

(the “Optional Redemption Date”), (ii) stating the place or places at which the Outstanding Value of this Note shall

be redeemed (and other instructions a Holder must follow to receive payment), and (iii) stating the Optional Redemption Price therefor

(such notice, a “Notice of Optional Redemption”; and the date all of the Holder received such notice is referred to

as the “Optional Redemption Notice Date”). The Optional Redemption Date selected by the Company shall be no less than

fifteen (15) Trading Days after the later of (a) the date on which the Company provides the Notice of Optional Redemption to the Holder,

or (b) the date on which the Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the Commission.

All Conversion Amounts converted by a Holder after the Company provides the Notice of Optional Redemption to the Holders shall reduce

the Optional Redemption amount of the Outstanding Value of this Note such Holder required to be redeemed on the Optional Redemption Date.

(iii) With

respect to any Outstanding Value of this Note which has not been converted by a Holder prior to the Optional Redemption Date and have

been specified to be redeemed by the Company pursuant to the Optional Redemption and which has been redeemed in accordance with the provisions

of this Section 12, such Outstanding Value of this Note shall no longer be deemed outstanding and all rights with respect to such Outstanding

Value of this Note shall cease and terminate.

(iv) In

the event of the Company’s redemption of any of the Outstanding Value of this Note under this Section 12, a Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this

Section 12 is intended by the parties to be, and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment

opportunity and not as a penalty.

13. [Reserved.]

14. COVENANTS.

Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:

(a) Rank.

All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness

of the Company and its Subsidiaries.

(b) Incurrence

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur

or guarantee, assume any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted

Indebtedness).

of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow any mortgage,

lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights)

owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.

(d) Restricted

Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,

whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other

than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness or make any

Investment, as applicable; provided that, the foregoing shall not prohibit payments in respect of (i) Indebtedness (other than Related

Party Indebtedness) in the aggregate amount not to exceed $500,000, or (ii) any Indebtedness relating to equipment acquired or held by

the Company or any of its Subsidiaries.

(e) Restriction

on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, redeem, repurchase or declare or pay any cash dividend or distribution out of its capital stock.

(f) Restriction

on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,

sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company

or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,

leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries

in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course of

business.

(g) Maturity

of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit

any Indebtedness of the Company or any of its Subsidiaries to accelerate prior to the Maturity Date.

(h) Change

in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or

indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated

to be conducted by the Company and each of its Subsidiaries on the Closing Date or any business substantially related or incidental thereto.

The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate

structure or purpose.

(i) Preservation

of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,

rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing

in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes

such qualification necessary.

(j) Maintenance

of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its

properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and

tear excepted, unless they are replaced and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of

all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(k) Maintenance

of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to

maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries

that are necessary or material to the conduct of its business in full force and effect.

(l) Maintenance

of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable

insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption

insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering

such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance

with sound business practice by companies in similar businesses similarly situated (including, without limitation, and for the avoidance

of doubt, at least $2,000,000 in director’s and officer’s insurance).

(m) Transactions

with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,

any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property

or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business

in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair

consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction

with a Person that is not an affiliate thereof.

(n) Restricted

Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate

principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement and

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

(o)

Merchant Cash Advance Agreements. The Company shall not, and the Company shall cause each of its

Subsidiaries to not, directly or indirectly, enter into any merchant cash advance agreement or similar arrangement without the prior consent

of the Holder.

(p) Intentionally

Omitted.

(q) Intentionally

Omitted.

(r) Stay,

Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted

or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any

such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder

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

(s) Taxes.

The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related

interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon

their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except

where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).

The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure

to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding

the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain

adequate reserves therefor in accordance with GAAP.

(t) Changes

in Business. Until the Initial Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the

Commission, the Company shall refrain, and cause its Subsidiaries to refrain, from acquiring any business or disposing of any business

if such acquisition or disposition would require the Company to include in such Initial Registration any (x) pro forma financial

statements, (y) stand-alone historical financial statements regarding the acquired or disposed business or (z) other information

(financial or otherwise) that that is not readily available for inclusion in the Initial Registration Statement prior to the Filing Date

or Effectiveness Date (each as defined in the Registration Rights Agreement) therefor.

(u) PCAOB

Registered Auditor. At all times any Notes remain outstanding, the Company shall have engaged an independent auditor to audit its

financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting Oversight

Board.

(v) Independent

Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon

the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the

Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable investment

bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent

Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator

shall notify the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection

with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel,

offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the

Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work

papers) and any books of account, records, reports and other papers not contractually required of the Company to be confidential or secret,

or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof

as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and

operating data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably

request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and

to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent public

accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator

the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may

be reasonably requested.

15. [RESERVED].

16. DISTRIBUTION

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

distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital

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

spin off, reclassification, corporate rearrangement, merger, scheme of arrangement or other similar transaction) (the “Distributions”),

then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon

complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming

for such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately prior to the date on

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

Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to

participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then

the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled

to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any

such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if

ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which

time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on

any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

17. AMENDING

THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior written

consent of the Holder shall be required for any change, waiver or amendment to this Note

18. TRANSFER.

This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder

without the consent of the Company, subject only to the provisions of Section 4.1 of the Securities Purchase Agreement.

19. REISSUANCE

OF THIS NOTE.

(a) Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder may request, representing

the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new

Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any

assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion

or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on

the face of this Note.

(b) Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder

a new Note (in accordance with Section 20(d)) representing the outstanding Principal.

Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least $1,000) representing in

the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal

as is designated by the Holder at the time of such surrender.

(d) Issuance

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

of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or

in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder which, when

added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining

outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face

of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and

(v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

20. REMEDIES,

CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in

addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree

of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and

consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise,

and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or

remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall

not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to

the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth

or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received

by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance

thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that

the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened

breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary

and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of

proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the

Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of

this Note (including, without limitation, compliance with Section 7).

21. PAYMENT

OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or

is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note and/or

any other Transaction Document or to enforce the provisions of this Note and/or any other Transaction Document or (b) there occurs any

bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a

claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection

with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

The Company expressly acknowledges and agrees that no amounts due under this Note and/or any other Transaction Document, as applicable,

shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof.

22. CONSTRUCTION;

HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against

any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect

the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,

feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which

they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and

not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing

Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

23. FAILURE

OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

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

exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized

representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 23 shall permit any waiver of any

provision of Section 3(d).

24. DISPUTE

RESOLUTION.

(a) Submission

to Dispute Resolution.

(i) In

the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or a fair market value or the

arithmetic calculation of a Conversion Rate or the applicable Redemption Price (as the case may be) (including, without limitation, a

dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute

to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving

rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If

the Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such

Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption

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

the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option,

select an independent, reputable investment bank to resolve such dispute.

(ii) The

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

with the first sentence of this Section 24 and (B) written documentation supporting its position with respect to such dispute, in each

case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder

selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding

clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood

and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission

Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives

its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such

investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank

prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested

by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other

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

(iii) The

Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder

of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of

such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final

and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 24 constitutes an agreement to arbitrate between the Company and the

Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)

and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance

with this Section 24, (ii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected

investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)

to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank

in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Note and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its

sole discretion, shall have the right to submit any dispute described in this Section 24 to any state or federal court sitting in The

City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 24 and (iv) nothing in this Section

24 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect

to any matters described in this Section 24).

25. NOTICES;

CURRENCY; PAYMENTS.

(a) Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

Section 5.3 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken

pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality

of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting

forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on

which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock,

(B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities

or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,

dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with

such notice being provided to the Holder.

(b) Currency.

All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under

this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar

equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation

to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in The

Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference

to, or over, a period of time, the date of calculation shall be the final date of such period of time).

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,

such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and

sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in

the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement),

provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company

with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to

be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day

which is a Business Day. Any amount of Outstanding Value of this Note or other amounts due under the Transaction Documents which is not

paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at

the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full (“Late Charge”).

26. CANCELLATION.

After all of the Outstanding Value of this Note and other amounts at any time owed on this Note or any other Transaction Documents have

been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not

be reissued.

27. WAIVER

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

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

Agreement.

28. GOVERNING

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

and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of

law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 24 above, the Company hereby

irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan,

for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,

and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject

to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

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

by law. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action

against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, or to enforce a judgment or

other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision of Section 24.

THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY

DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

29. JUDGMENT

CURRENCY.

(a) If

for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert

into any other currency (such other currency being hereinafter in this Section 29 referred to as the “Judgment Currency”)

an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately

preceding:

(i) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(ii) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 29(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 29(a)(ii) above, there is a change in the Exchange

Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay

such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate

prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency

stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Note.

30. SEVERABILITY.

If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of

the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

31. MAXIMUM

PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish

or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that

the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of

such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

32. CERTAIN

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

(a) “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly

or indirectly either to vote 10% or more of the shares having ordinary voting power for the election of directors of such Person or direct

or cause the direction of the management and policies of such Person whether by contract or otherwise.

(b) “Approved

Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent

to the Closing Date pursuant to which shares of Common Stock and standard options to purchase shares of Common Stock may be issued to

any employee, officer or director for services provided to the Company in their capacity as such.

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,

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

Persons whose beneficial ownership of the Company’s shares of Common Stock would or could be aggregated with the Holder’s

and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject

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

(d) “Bloomberg”

means Bloomberg, L.P.

(e) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(f) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power

to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or any of its Subsidiaries.

(g) “Change

of Control Redemption Premium” means 110%.

(h) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing

bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,

respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date

shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 24. All

such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other

similar transactions during such period.

(i) “Closing

Date” means the date the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.

(j) “Commission”

means the United States Securities and Exchange Commission or the successor thereto.

(k) “Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

(l) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(m) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(n) “Eligible

Market” means The New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market

or the Principal Market.

(o) “Exchange

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

(p) “Excluded

Securities” means (i) shares of Common Stock or standard options to purchase shares of Common Stock issued to directors, officers

or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan, provided

that the aggregate number of shares of Common Stock available for future issuance pursuant to such Approved Stock Plan does not exceed

20% of the Company’s issued and outstanding shares of Common Stock on the Initial Closing Date, and provided, further that the exercise

price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none

of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Purchasers;

(ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to

purchase shares of Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Initial

Closing Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase shares of

Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible

Securities or Options (other than standard options to purchase shares of Common Stock issued pursuant to an Approved Stock Plan that are

covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any

such Convertible Securities or Options (other than standard options to purchase shares of Common Stock issued pursuant to an Approved

Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers;

(iii) any shares of Common Stock issuable upon exercise of the Warrants or Notes or (iv) securities issued pursuant to acquisitions or

strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued

as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of

any registration statement in connection therewith and provided that any such issuance shall only be to a Person (or to the equityholders

of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not

include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary

business is investing in securities.

(q) “Floor

Price” means $0.534 per share, as shall be adjusted in the event of reverse and forward stock splits, stock dividends, stock

combinations and other similar transactions of the Common Stock that occur following the Issuance Date.

(r) “Fundamental

Transaction” means a transaction or series of transactions in which (i) the Company, directly or indirectly, in one or more

related transactions effects any merger or consolidation of the Company with or into another Person and the Company is not the surviving

entity (other than a reincorporation in a different state or a similar transaction pursuant to which the surviving company remains a public

company), (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance

or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any,

direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to

which holders of Common Stock sell, tender or exchange their shares for other securities, cash or property and has been accepted by the

holders of more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity of the Company,

(iv) the Company, directly or indirectly, in one or more related transactions (other than a reverse stock split) effects any reclassification,

reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively

converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related

transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement, but excluding a reverse stock split) with another Person or group of Persons

whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power

of the common equity of the Company, not including shares of Common Stock held by the other person making or party to, or associated or

affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).

(s) “GAAP”

means accounting principles generally accepted in the United States applied on a consistent basis during the periods involved.

(t) “Group”

means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(u) “Holder

Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date

and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to

the Securities Purchase Agreement on the Closing Date.

(v) “Indebtedness”

of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed

as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with

GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice that are not more than

30 days past due), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar

instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced

incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any

conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired

with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of

default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement

which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) indebtedness

incurred pursuant to any merchant cash advance agreement; (H) all indebtedness referred to in clauses (A) through (G) above

secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon

or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets

or property has not assumed or become liable for the payment of such indebtedness, and (I) all Contingent Obligations in respect

of indebtedness or obligations of others of the kinds referred to in clauses (A) through (I) above. Indebtedness shall not include

(i) any debt currently existing on the Issuance Date and any renewals or extension thereof; provided that, such renewals or extensions

are made on substantially the same or less favorable terms to the holder thereof, including with respect to amounts owed thereunder, and

(ii) any indebtedness between the Company and any Subsidiary as of the Issuance Date.

(w) “Initial

Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

(x) “Interest

Date” means, with respect to any given calendar month, (i) the first Trading Day of the calendar month immediately following

the previous Interest Date until the Maturity Date, and (ii) the Maturity Date

(y) “Interest

Rate” means ten percent (10.0%) per annum, as may be adjusted from time to time in accordance with Section 2.

(z)

“Investment” means any beneficial ownership (including shares, partnership or limited

liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all,

or substantially all, of the assets of another Person or the purchase of any assets of another Person.

(aa) “Maturity

Date” shall mean [ ], 2027; provided, however, that (i) if a Holder elects to convert some or all of this Note

pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically

be extended until such time as such provision shall not limit the conversion of this Note, and (ii) that the Maturity Date shall be extended,

at the option of the Holder, for so long as an Event of Default has occurred and is continuing or any event has occurred and is continuing

that, with the passage of time and failure to cure, would result in an Event of Default.

(bb) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(cc) “Outstanding

Principal Value” as of any time of determination, means all outstanding Principal of this Note as of such time of determination

(dd) “Outstanding

Value”, as of any time of determination, means the Outstanding Principal Value of this Note, accrued and unpaid Interest and

accrued and unpaid Late Charges (as defined in Section 25(c)) on such Outstanding Principal Value, Interest and any other unpaid amounts

pursuant to the Transaction Documents, in each case, as of such time of determination.

(ee) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(ff) “Permitted

Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness secured by Permitted Liens

or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens, (iii) Indebtedness not to exceed $500,000

outstanding at any time; (iv) purchase money Indebtedness not to exceed $500,000 at any time to finance the purchase of fixed or capital

assets, including all capital lease obligations of the Company, which does not exceed the purchase price of the assets funded, (v) Indebtedness

outstanding on the Issuance Date; provided that, such Permitted Indebtedness existing on the Issuance Date shall not be amended, modified,

refinanced renewed or extended in any manner, and (vi) Indebtedness between the Company and any Subsidiary.

(gg) “Permitted

Liens” means (i) any Lien for taxes not yet due or delinquent by more than 30 days or being contested in good faith by appropriate

proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary

course of business by operation of law with respect to a liability that is not more than 30 days over due or delinquent, (iii) any Lien

created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary

course of business with respect to a liability that is not more than 30 days over due or delinquent or that are being contested in good

faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to

secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such

equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property

so acquired and improvements thereon, and the proceeds of such equipment, (v) Liens incurred in connection with the extension, renewal

or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above or any real estate owned by the Company,

provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal

amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities

arising as a matter of law to secure payments of custom duties in connection with the importation of goods, and (vii) Liens arising from

judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(ix).

(hh) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(ii) “Principal

Market” means the Nasdaq Capital Market.

(jj) “Redemption

Notices” means, collectively, the Event of Default Redemption Notices, the Subsequent Placement Optional Redemption Notices,

the Change of Control Redemption Notices and each of the foregoing, individually, a “Redemption Notice.”

(kk) “Redemption

Premium” means 110%.

(ll) “Redemption

Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Subsequent Placement

Optional Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”

(mm) “Registration

Rights Agreement” means that certain registration rights agreement, dated as of the Initial Closing Date, by and among the Company

and the initial holders of the Notes.

(nn) “Registration

Statement” shall have the meaning as set forth in the Registration Rights Agreement.

(oo) “Related

Party Indebtedness” means, any Indebtedness owed to a related party (as defined in Item 404 of Regulation S-K).

(pp) “Securities

Purchase Agreement” means that certain securities purchase agreement, dated as of April 30, 2026, by and among the Company and

the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

(qq) “Subsequent

Placement” means any offering of the Company in which the Company directly or indirectly, offers, sells, grants any option or

right to purchase, or otherwise disposes of (or announces any issuance, offer, sale, grant of any option or right to purchase or other

dispositions of) any equity security or any equity-linked or related security (including, without limitation, any “equity security”

(as that term is defined under Rule 405 promulgated under the Securities Act), any Convertible Securities, any preferred stock or any

purchase rights other than an offering of Excluded Securities.

(rr) “Subsidiaries”

means any Person in which the Company on the Initial Closing Date, directly or indirectly, (i) owns any of the outstanding issued share

capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations

or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries.”

(ss) [Reserved.]

(tt) “Successor

Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental

Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been

entered into.

(uu) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the shares of Common Stock,

any day on which the shares of Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading

market for the shares of Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock

is then traded, provided that “Trading Day” shall not include any day on which the shares of Common Stock is scheduled to

trade on such exchange or market for less than 4.5 hours or any day that the shares of Common Stock is suspended from trading during the

final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading

on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading

Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the shares of Common

Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

(vv) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall

be resolved in accordance with the procedures in Section 24. All such determinations shall be appropriately adjusted for any stock dividend,

stock split, stock combination, recapitalization or other similar transaction during such period.

(ww) “Warrants”

has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor

or replacement thereof

33. DISCLOSURE.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this

Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form

8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company

or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this

Section shall limit any obligations of the Company, or any rights of the Holder, under Section 4.7 of the Securities Purchase Agreement.

34. ABSENCE

OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company

and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may

possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

35. CERTAIN

TAX MATTERS. All payments to be made by the Company under this Note (whether in cash or in shares of Common Stock) shall be made without

any Tax Deduction (as defined below) unless a Tax Deduction is required by law. The Company shall promptly upon becoming aware that it

must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Holder accordingly. If

a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company under this Note shall be

increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due under this

Note if no Tax Deduction had been required. If the Company is required to make a Tax Deduction, it shall make that Tax Deduction and any

payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. Within thirty

(30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver to

the Holder evidence reasonably satisfactory to the Holder that the Tax Deduction has been made and that any appropriate payment has been

paid to the relevant taxing authority. For greater certainty, (i) this Section 35 applies to all payments, whether in the form of cash,

shares of Common Stock or otherwise, made under this Note, and (ii) the Company is obligated to indemnify the Holder pursuant to this

Section 35 in the event that a Tax Deduction is required in respect of any payment to be made to the Holder under this Note and the company

and/or its subsidiaries fail to comply with this Section 35. For purposes of this Section 35, "Tax" means any tax, levy,

impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure

to pay or any delay in paying any of the same) and "Tax Deduction" means any deduction or withholding for or on account

of any Tax.

[Signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed as of the Issuance Date set out above.

RENX ENTERPRISES CORP.

By:

Name:

Nicolai Brune

Title:

Chief Financial Officer

EXHIBIT

RENX ENTERPRISES CORP.

CONVERSION NOTICE

Reference is made to the Senior

Convertible Note (the “Note”) issued to the undersigned by RenX Enterprises Corp., a Delaware corporation (the “Company”).

In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of

the Note indicated below into shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, as

of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date of

Conversion:

Aggregate Outstanding Principal Value of this Note to be converted:

Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Outstanding Principal Value of this Note and such Aggregate Interest to be converted:

AGGREGATE CONVERSION

AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

☐        If this Conversion Notice is being delivered with respect to an Alternate Conversion check here if Holder is electing to use the following Alternate Conversion Price:____________

Number of Shares of Common Stock

to be issued:

Please issue the shares of Common Stock into which the Note is being

converted to Holder, or for its benefit, as follows:

☐ Check here if requesting delivery as a certificate to the

following name and to the following address:

Issue to:

☐ Check here if requesting delivery by Deposit/Withdrawal at

Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:

E-mail Address:

Exhibit II

ACKNOWLEDGMENT

The Company hereby (a) acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by

the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary 144 representation

letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated

number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged

and agreed to by ________________________.

RENX ENTERPRISES CORP.

By:

Name:

Title:

EX-4.2 — FORM OF WARRANT

EX-4.2

Filename: ea028885401ex4-2.htm · Sequence: 4

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH

THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,

ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO

AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE

WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

RenX

Enterprises Corp.

Warrant Shares: _______

Issue Date: _____, 2026

Initial Exercise Date:

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 20321

(the “Termination Date”) but not thereafter, to subscribe for and purchase from RenX Enterprises Corp., a Delaware

corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)

of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), dated April 30, 2026, among the Company and the purchasers signatory thereto.

1 To be the six-year anniversary of the Issue Date.

Section 2. Exercise.

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

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

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

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

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

Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United

States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.

The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on

any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. No ink-original Notice of Exercise shall

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

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall

surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which the final Notice

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

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

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

of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one

(1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,

by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant

Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.67, subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. If, after the Initial Exercise Date, at the time of exercise hereof there is no effective registration

statement registering, or the prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this

Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall

be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section

2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior

to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities

laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of

the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.

(“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of

Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including

until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii)

the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of

Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such

Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder;

and

(X) = the number of Warrant Shares that would be issuable upon

exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a

cashless exercise.

“Bid Price”

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

or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

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

time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (the “OTCQB”) or the OTCQX Best Market (the

“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest

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

if prices for the Common Stock are then reported on The Pink Open Market operated by the OTC Markets, Inc. (the “Pink Market”)

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

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

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

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

“VWAP”

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market, the most

recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock

as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding

and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The

Company agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted

by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in

such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of

the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or book-entry certificate,

registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which

the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after

the delivery to the Company of the Notice of Exercise and provided that payment of the aggregate Exercise Price has been received by the

Company (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be

deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been

exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than

in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise. If the Company fails for any

reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall

pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based

on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading

Day on the fifth (5th) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date

until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant

in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”

means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect

to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request

of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new

Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall

in all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant

to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written

notice to the Company at any time prior to the delivery of such Warrant Shares (in which case any liquidated damages payable under Section

2(d)(i) shall no longer be payable).

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely

due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker

to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock

to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a

“Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

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

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer

tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the

Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;

provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this

Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the

Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have

the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such

issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and

any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of

the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties

shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is

being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised

portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock

Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the

Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section

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

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance

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

To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in

relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant

is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s

determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,

and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any

group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations

promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may

rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request

of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

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

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall

be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of

Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership

Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this

Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation

will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph

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

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

shall apply to a successor holder of this Warrant.

Section 3. Certain

Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or

otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable

in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise

of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares

of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before

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

number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record

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

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

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time while this Warrant

is outstanding the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other

property pro rata to all of the record holders of Common Stock (the “Purchase Rights”), then the Holder will be entitled

to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the

Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders

of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,

that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend

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

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

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

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding

the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the

beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

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

exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in

one or more related transactions effects any merger or consolidation of the Company with or into another Person and the Company is not

the surviving entity (other than a reincorporation in a different state or a similar transaction pursuant to which the surviving company

remains a public company), (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment,

transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions,

(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed

pursuant to which holders of Common Stock sell, tender or exchange their shares for other securities, cash or property and has been accepted

by the holders of more than 50% of the outstanding shares of Common Stock or more than 50% of the voting power of the common equity of

the Company, (iv) the Company, directly or indirectly, in one or more related transactions (other than a reverse stock split) effects

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

Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in

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

a reorganization, recapitalization, spin-off, merger or scheme of arrangement, but excluding a reverse stock split) with another Person

or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or more than 50%

of the voting power of the common equity of the Company, not including shares of Common Stock held by the other person making or party

to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination)

(each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right

to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number

of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional

consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of

the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without

regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the

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

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among

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

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

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor

Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the

consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),

purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of

the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,

that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors,

the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental

Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the

unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the

Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of

Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;

provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental

Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity

may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means

the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined

as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated

Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility, as obtained from the HVT

function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately prior to the public announcement

of the applicable contemplated Fundamental Transaction or, if the Fundamental Transaction is not publicly announced, the date the Fundamental

Transaction is consummated, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price

per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction

and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last

VWAP immediately prior to the consummation of such Fundamental Transaction, (D) a remaining option time equal to the time between the

date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of

borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in

accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the

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

deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without

regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies

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

pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such

exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

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

the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation

of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity

or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the

Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other

Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had

been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section

3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or

(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given

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

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided however, that no

notice shall be required if the information is disseminated by the Company in a filing with the Commission on its EDGAR system pursuant

to a Current Report on Form 8-K or Quarterly Report on Form 10-Q or Annual Report on Form 10-K or in a press release.

ii.

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

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

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

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

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

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

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least four (4) calendar days prior to the applicable record or

effective date hereinafter specified (unless such information is filed with the Commission on its EDGAR system in which case a notice

shall not be required), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

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

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

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

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

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

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

Section 4. Transfer

of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)

hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the

assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office

of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose

(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat

the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,

the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act

and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current

public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder

or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right

required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding

Trading Day.

Authorized Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented

by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable

and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any

transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all

times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be reasonably necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall

be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,

and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder

shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact

that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the

Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company

shall be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,

will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby

shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted

assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and

shall be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company,

on the one hand, and the Holder of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be

deemed a part of this Warrant.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

RenX Enterprises Corp.

By:

Name:

Nicolai Brune

Title:

Chief Financial Officer

NOTICE OF EXERCISE

To: RenX

Enterprises Corp.

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if

exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if

any.

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited

Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing

Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED APRIL 30, 2026

EX-10.1

Filename: ea028885401ex10-1.htm · Sequence: 5

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of April 30, 2026, among RenX Enterprises Corp., a Delaware corporation (the “Company”),

and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”

and collectively, the “Purchasers”).

WHEREAS, subject to

the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule

506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN

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

adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the

meanings given to such terms in the Notes, and (b) the following terms have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.7.

“Action”

shall have the meaning ascribed to such term in Section 3.1(j).

“Additional

Closing” means the closing of the purchase and sale of Additional Notes pursuant to Section 2.3.

“Additional

Closing Date” shall have the meaning ascribed to such term in Section 2.3.

“Additional

Registration Statement Effectiveness Date” means the date on which the Registration Statement covering the resale of the Underlying

Shares issuable in connection with each Additional Closing by each Purchaser as provided for in the Registration Rights Agreement has

been declared effective by the Commission.

“Additional

Notes” means the Senior Convertible Notes, issued by the Company to the Purchasers hereunder on each Additional Closing Date,

in the form of Exhibit A attached hereto.

“Affiliate”

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

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

“BHCA”

shall have the meaning ascribed to such term in Section 3.1(oo).

“Board

of Directors” means the board of directors of the Company or any duly authorized committee thereof.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Closing”

means each of the Initial Closing, Second Closing and any Additional Closing.

“Closing

Date” means each of the Initial Closing Date, Second Closing Date and any Additional Closing Dates.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries 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.

“Company

Counsel” means Blank Rome LLP.

“Conversion

Price” shall have the meaning ascribed to such term in the Notes.

“Conversion

Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes pursuant to the terms thereof, without

respect to any limitation or restriction on the conversion of the Notes.

“Disclosure

Schedules” shall have the meaning ascribed to such term in Section 3.1.

“Disclosure

Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,

unless otherwise instructed as to an earlier time by the Placement Agent.

“Effective

Date” means the earliest of the date that (a) the initial Registration Statement registering for resale all Underlying Shares

has been declared effective by the Commission, (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant

to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and

without volume or manner-of-sale restrictions, (c) is the first day following the one year anniversary of the Closing Date, provided that

a holder of the Underlying Shares is not an Affiliate of the Company, or (d) all of the Underlying Shares may be sold pursuant to an exemption

from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered

to such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant

to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock, restricted stock units, options or other equity awards to employees,

officers or directors or consultants of the Company pursuant to any share or option plan duly adopted for such purpose by a majority of

the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for

such purpose for services rendered to the Company; provided, however, that any securities issued to consultants under this clause (a)

are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the

filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein (b) securities issued

upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable

for or convertible into Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been

amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or

conversion price of such securities (other than in connection with stock splits, adjustments or combinations) or to extend the term of

such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested

directors of the Company, provided that (i) such securities are issued as “restricted securities” (as defined in Rule 144)

and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition

period in Section 4.12(a) herein, (ii) such securities do not contain any provisions permitting to increase the number of such securities

or to decrease the exercise price, exchange price or conversion price of such securities or contain any other resets or other adjustment

provisions (other than in connection with stock splits or stock combinations), and (iii) provided that any such issuance shall only be

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

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

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

capital or to an entity whose primary business is investing in securities.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“First

Registration Shares” shall have the meaning set forth in the Registration Rights Agreement.

“GAAP”

means generally accepted accounting principles in the United States in effect from time to time, consistently applied; provided that notwithstanding

anything in any Transaction Document to the contrary, for purposes of all definitions and covenants under the Transaction Documents, any

obligations of a Person in respect of leases that would have been treated as operating leases, or are exempt from application under an

available practical expedient, in accordance with Accounting Standards Codification 840 (regardless of whether or not then in effect)

shall be treated as operating leases for purposes of all financial definitions, calculations and covenants, without giving effect to Accounting

Standards Codification 842 requiring operating leases to be recharacterized or treated as capital leases.

“Governmental

Authority” means any federal, provincial, state, local, foreign or other governmental, quasi-governmental or administrative

agency, court or body or any other type of regulatory authority or body, including, without limitation, the Nasdaq Capital Market.

“Indebtedness”

of a Person shall include (a) all obligations for borrowed money or the deferred purchase price of property or services (excluding trade

credit and accounts payable incurred in the ordinary course of business), (b) all obligations evidenced by bonds, debentures, notes, or

other similar instruments and all reimbursement or other obligations in respect of letters of credit, surety bonds, bankers acceptances,

currency swap agreements, interest rate hedging agreements, interest rate swaps or other financial products, in each case, to the extent

the foregoing would appear on a balance sheet of such person as a liability, (c) all capital lease obligations (as determined in accordance

with GAAP), (d) all obligations or liabilities secured by a Lien on any asset of such Person, irrespective of whether such obligation

or liability is assumed by such Person, and (e) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed,

endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other Person.

“Initial

Closing” means the closing of the purchase and sale of the Initial Notes pursuant to Section 2.1.

“Initial

Closing Date” means the Trading Day on which all conditions precedent set forth in Section 2.5(a) to (i) the Purchaser’s

obligations to pay the Subscription Amount for the Initial Notes and (ii) the Company’s obligations to deliver the Initial Notes

and accompanying Warrants have been satisfied or waived.

“Initial

Notes” means the Senior Convertible Notes, issued by the Company to the Purchasers hereunder on the Initial Closing Date, in

the form of Exhibit A attached hereto.

“Initial

Registration Statement Effectiveness Date” means the date on which the Registration Statement covering the resale of the First

Registration Shares (as defined in the Registration Rights Agreement) by each Purchaser as provided for in the Registration Rights Agreement

has been declared effective by the Commission.

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Lead Investor”

means Anson Advisors Inc.

“Lien”

means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge

of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other

title retention agreement, and any lease in the nature of a security interest.

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Maximum

Rate” shall have the meaning ascribed to such term in Section 5.17.

“Notes” means each

of the Initial Notes, the Second Notes and any Additional Notes.

“Permitted

Lien” shall have the meaning ascribed to such term in the Notes.

“Person”

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

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

“Placement

Agent” means Dawson James Securities, Inc.

“Principal

Amount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature pages hereto

next to the headings “Note Principal Amount”, in United States Dollars.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.10.

“Registration Rights Agreement”

means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers, in the form of Exhibit

B attached hereto.

“Registration

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

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

“Registration Statement Effectiveness

Date” means each of the Initial Registration Statement Effectiveness Date, the Second Registration Statement Effectiveness Date

and each Additional Registration Statement Effectiveness Date.

“Related

Party Notes” means (i) that certain note payable to MCS with an outstanding principal amount of $5,050,517, with a maturity

date of January 31, 2027, and (ii) that certain note payable to James D. Burnam with an outstanding principal amount of $1,255,000, with

a maturity date of April 30, 2026.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Required

Holders” means, as of any time, the Purchasers holding a majority of the outstanding principal balance of the Notes at such

time.

“Required

Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in

the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion or exercise in full of all

Notes and Warrants, ignoring any conversion or exercise limits set forth therein.

“Rule 144”

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

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

as such Rule.

“Rule 424”

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

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

as such Rule.

“SEC Reports”

shall have the meaning ascribed to such term in Section 3.1(h).

“Second

Closing” means the closing of the purchase and sale of the Second Notes pursuant to Section 2.2.

“Second

Closing Date” means the Trading Day on which all conditions precedent set forth in Sections 2.5(a) and 2.5(c) to (i) the Purchaser’s

obligations to pay the Subscription Amount for the Second Notes and (ii) the Company’s obligations to deliver the Second Notes and

accompanying Warrants have been satisfied or, solely in the case of the Company’s obligations to deliver the Second Notes and accompanying

Warrants, waived.

“Second

Notes” means the Senior Convertible Notes, issued by the Company to the Purchasers hereunder on the Second Closing Date, in

the form of Exhibit A attached hereto.

“Second

Registration Statement Effectiveness Date” means the date on which the Registration Statement covering the resale of the Second

Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement has been declared effective by the Commission.

“Second

Underlying Shares” means the shares of Common Stock referenced in clause (b) of the definition of “Registrable Securities”

set forth in the Registration Right Agreement.

“Securities”

means the Notes, the Warrants, the Warrant Shares and the Conversion Shares.

“Securities

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

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall

not be deemed to include locating and/or borrowing shares of Common Stock).

“Stockholder

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

any successor entity) from the stockholders of the Company with respect to the transactions contemplated by the Transaction Documents,

including issuance of shares of Common Stock upon conversion of the Notes at the Alternate Conversion Price (as defined in the Notes),

and (ii) approval from the Company’s stockholders of a reverse stock split of the Company’s Common Stock at a ratio to be

determined by the Board of Directors of the Company in its discretion.

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder as specified

below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”

in United States dollars and in immediately available funds.

“Subsidiary”

means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership

interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening

of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are

at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both,

by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in the Transaction

Documents shall refer to a direct or indirect Subsidiary or Subsidiaries of the Company.

“Trading

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

“Trading

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

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

Market, OTCQB Venture Market or OTCQX Best Market and any successors to any of the foregoing.

“Transaction

Documents” means this Agreement, the Notes, the Warrants, the Registration Rights Agreement, all exhibits and schedules thereto

and hereto and any other documents or agreements executed by the Company or any Subsidiary in connection with the transactions contemplated

hereunder.

“Transfer

Agent” means Equiniti Trust Company LLC, and any successor transfer agent of the Company.

“Underlying

Shares” means the Warrant Shares and Conversion Shares without respect to any limitation or restriction on the conversion of

the Notes or the exercise of the Warrants.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).

“VWAP”

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

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

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

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB Venture Market (“OTCQB”)

or OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such

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

on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market operated by OTC Markets, Inc. (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock

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

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

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

“Warrants”

means, collectively, the Common Stock purchase warrants delivered to the Purchasers at each applicable Closing, which such Warrants shall

be exercisable immediately upon issuance and have a term of exercise equal to six (6) years, in the form of Exhibit C attached

hereto.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Warrants pursuant to the terms of the Warrants, without

respect to any limitation or restriction on the exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1 Initial

Closing. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with

the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not

jointly, agree to purchase, for an aggregate Subscription Amount of $6,300,000, the Initial Notes (with an aggregate principal amount

of $6,300,000) and Warrants. Upon satisfaction of the covenants and conditions set forth in Sections 2.4 and 2.5, the Initial Closing

shall take place remotely by electronic transfer of the Initial Closing documentation.

2.2 Second

Closing. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and

the Purchasers, severally and not jointly, agree to purchase, for an aggregate Subscription Amount of $6,700,000, the Second Notes (with

an aggregate principal amount of $6,700,000) and Warrants. Upon satisfaction of the covenants and conditions set forth in Sections 2.4

and 2.5, the Second Closing shall take place remotely by electronic transfer of the Second Closing documentation.

2.3 Additional Closings.

For so long as the Notes or the Warrants are outstanding, the Purchasers (pro rata by initial Subscription Amounts with respect to the

Initial Closing and the Second Closing) shall each, severally and not jointly, have the right to purchase (the “Additional Investment

Right”), exercisable at any time and from time to time, beginning after the Second Closing Date, up to an aggregate of $87,000,000

of Additional Notes and accompanying Warrants. Such right is subject to the consent of the Company which consent can be withheld in the

Company’s sole discretion. For a Purchaser to exercise such Additional Investment Right, such Purchaser shall deliver written

notice to the Company (“AIR Exercise Notice”), stating its election accompanying to exercise the Additional Investment

Right, and the specific dollar amount with respect to the Additional Notes and accompanying Warrants to be purchased by such Purchaser

(“Subsequent Amount”). Within two (2) business days of its receipt of the AIR Exercise Notice, the Company shall notify

the Purchaser of its consent to such purchase and sale and the date on which such purchase and sale shall occur (each such closing, an

“Additional Closing Date”). Each Additional Closing shall be subject to the satisfaction of the covenants and conditions

set forth in Sections 2.4 and 2.5.

2.4 Deliveries.

(a) On or prior to the applicable Closing Date and subject to the terms of clause 2.5(c) below, the Company

shall deliver or cause to be delivered to each Purchaser the following:

i. solely

with respect to the Initial Closing Date, this Agreement duly executed by the Company;

ii.

an ink-original Note with a principal amount equal to such Purchaser’s applicable Note Principal Amount, registered in the name

of such Purchaser, provided that such ink-original Note may be delivered promptly after such applicable Closing by the Company, in which

case the Company will provide an electronically signed version of the applicable Note on or prior to the applicable Closing Date;

iii.

solely with respect to the Initial Closing Date, the Registration Rights Agreement duly executed by the Company;

iv.

the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers in form attached hereto as Exhibit D;

vi.

a certificate in the form attached hereto as Exhibit E, executed on behalf of the Company and each of the Subsidiaries, dated as

of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated

by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate

or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other

Transaction Documents, as applicable, and related documents on behalf of the Company;

vii.

a certificate in the form attached hereto as Exhibit F, executed on behalf of the Company by its Chief Executive Officer or its

Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 2.5(b);

viii.

a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the quotient of

(I) one hundred eighty percent (180%) of the Note Principal Amount divided by (II) $2.895;

ix. solely

with respect to the Initial Closing Date, preliminary terms governing the restructuring and/or equitization of the Related Party Notes,

which preliminary terms shall provide that the Company consummates such restructuring and/or equitization of the Related Party Notes no

later than thirty (30) calendar days following the Initial Closing Date.

(b) On or prior to each applicable Closing Date, each Purchaser shall deliver or cause to be delivered to

the Company, as applicable, the following:

i. immediately available

funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the applicable Notes as set forth on the

signature page hereto executed by such Purchaser;

ii. solely with

respect to the Initial Closing, this Agreement duly executed by such Purchaser; and

iii. solely

with respect to the Initial Closing, the Registration Rights Agreement duly executed by such Purchaser.

2.5 Closing Conditions.

(a) The obligations of the Company hereunder in connection with each applicable Closing are subject to the

following conditions being met:

i. the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the applicable Closing Date of the representations and warranties of the Purchasers contained herein

(unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects

(or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such

date);

ii. solely

with respect to the Second Closing, the Initial Registration Statement Effectiveness Date shall have occurred;

iii. all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have

been performed; and

iv. the

delivery by each Purchaser of the items set forth in Section 2.4(b) of this Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with the Initial Closing and each

applicable Additional Closing, other than the Second Closing, are subject to the following conditions being met, provided, however that

such conditions may be waived, modified or amended by the Purchasers:

i. the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

ii. all

obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been

performed;

iii. the

delivery by the Company of the items set forth in Section 2.4(a) of this Agreement;

iv. there

shall have been no Material Adverse Effect with respect to the Company; and

v. from

the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg

L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported

by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State

authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity

of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment

of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.

to the following conditions being met:

i. the

delivery by the Company of the items set forth in Section 2.4(a)(ii), (iv) – (viii)of this Agreement; and

ii. the

Initial Registration Statement Effectiveness Date shall have occurred.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports or the disclosure schedules (the “Disclosure Schedules”),

which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of

the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations

and warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens (except for those set forth on Schedule

3.1(a)), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to

own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in

violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse

effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis

its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), and no Proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

Enforcement.

(i) The

Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement

and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery

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

hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the

Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with

the Required Approvals. This Agreement and each other Transaction Document to which the Company is a party has been (or upon delivery

will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the

valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by

applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do

not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with

notice or lapse of time or both would become a default) under, result in the creation of any Lien (other than a Permitted Lien) upon any

of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or

similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,

debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary

is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,

conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court

or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant

to this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the

Securities and the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iii) the

filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws and (iv)

the Stockholder Approval (collectively, the “Required Approvals”).

(f) Issuance

of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction

Documents, the Underlying Shares will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by

the Company other than restrictions on transfer provided for in the Transaction Documents. The Notes and Warrants, when paid for and issued

in accordance with this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance

with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the

rights of creditors generally and subject to general principles of equity. The Company has reserved from its duly authorized capital stock

a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall

also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.

The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant

to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock pursuant

to the Company’s share option plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of

the date of the most recently filed periodic report under the Exchange Act. Except as disclosed on Schedule 3.1(g), no Person has any

right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated

by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g),

there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,

or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe

for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or

capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares

of Common Stock or other securities to any Person (other than the Purchasers). Except as set forth on Schedule 3.1(g), there are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth on

Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption

or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights

or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of

the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state

securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for

or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the

issuance and sale of the Securities (other than the Required Approvals). There are no stockholders agreements, voting agreements or other

similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company,

between or among any of the Company’s stockholders, as applicable.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,

for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file

such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively

referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing

and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,

when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary

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

never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting

principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified

in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required

by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and

for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments. The agreements and documents described in the SEC Reports conform in all material respects

to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be filed

with the Commission, that have not been so described or filed. Each agreement or other instrument (however characterized or described)

to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the SEC Reports, or

(ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force

and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto,

in accordance with its terms, except (w) such agreements and other instruments that have terminated or expired in accordance with their

terms, (x) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or

similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision

may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other

forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore

may be brought (regardless of whether enforcement is sought in a proceeding of law or in equity). None of such agreements or instruments

has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder

and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute

a default thereunder, except, in each case, for such default that would not reasonably be expected to result in a Material Adverse Effect.

To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result

in a violation of any existing applicable law or order or decree of any Governmental Authority or court, domestic or foreign, having jurisdiction

over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations,

except, in each case, for such violation that would not reasonably be expected to result in a Material Adverse Effect.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in

a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and

accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected

in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not

altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to

its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company

has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock incentive plans.

The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance

of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists

or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,

properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities

laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to

the date that this representation is made.

(j) Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental

or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)

which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities

or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the

Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action

involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has

not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the

Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending

the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters . The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The

Company and each of the Subsidiaries (A) are in compliance, in all material respects, with all applicable laws (including pursuant to

the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace

(“Occupational Laws”); (B) have received all required permits, licenses or other approvals required of it under applicable

Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such permits, licenses or other approvals

would not reasonably be expected to result in a Material Adverse Effect; and (C) are in compliance, in all material respects, with all

terms and conditions of such required permits, licenses or other approvals. No action, proceeding, revocation proceeding, writ, injunction

or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational

Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting

practices that would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings that

would, if there were an unfavorable outcome, reasonably be expected to result in a Material Adverse Effect.

(l) Compliance.

Neither the Company nor any Subsidiary is in default under or in violation of (and no event has occurred that has not been waived that,

with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary

received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other

agreement or instrument to which it is a party or by which it or any of its properties is bound, (whether or not such default or violation

has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii)

is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except, in each case, as would not have or reasonably be expected to result in a Material

Adverse Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including 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 (“Environmental Laws”); (ii) have received

all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except as set forth on Schedule 3.1(o), or for (i) Permitted Liens and (ii) Liens as do not materially

affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company

and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid,

subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have would have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as would not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license

rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any

rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount for the Notes. Neither the Company nor

any 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 without a significant increase in cost.

(r) Transactions

With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or

any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any

transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,

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

or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any officer, director

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

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

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

employee benefits, including stock option agreements or restricted stock agreements under any stock incentive plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all applicable

requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of each Closing Date, and

any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as

of each Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient 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 GAAP and to maintain asset accountability,

(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to provide reasonable

assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying

officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end

of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).

The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about

the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation

Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the

Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial

reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except for compensation payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are

or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no

obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company

shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the

Investment Company Act of 1940, as amended.

(v) Registration

Rights. Except with respect to each of the Purchasers and as set forth in Schedule 3.1(v), no Person has any right to cause

the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries

that has not been satisfied.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

Except as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading

Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing

or maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w), the Company is, and has no reason to

believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The

Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation

and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in

connection with such electronic transfer.

(x)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to

render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the

laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company

fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the

Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the SEC Reports.

The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities

of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and

correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated

by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in

the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser

makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically

set forth in Section 3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, 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

of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be

integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of the Warrants

or the Notes under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the

securities of the Company are listed or designated.

(aa) Solvency.

Based on the consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the

business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current

cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into

account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts

are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account

the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances

which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdictions

within one year from each Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured

Indebtedness of the Company or any Subsidiary in excess of $500,000, or for which the Company or any Subsidiary has commitments. Neither

the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax

Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material

Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all

foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) 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 and (iii) has set aside on its books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know of no basis for any such

claim. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the SEC Reports are sufficient

for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial

statements. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts,

sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise,

severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any

kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term

“returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

(cc) Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment

to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of applicable law or (iv) violated in any material respect any provision of

FCPA or any foreign equivalent.

(dd) Accountants.

The Company’s accounting firm is set forth on Schedule 3.1(dd). To the knowledge and belief of the Company, such accounting

firm (i) is an independent registered public accounting firm as required by the Exchange Act and (ii) expressed its opinion with respect

to the financial statements included in the Company’s Annual Report for the fiscal year ended December 31, 2025.

(ee) Seniority.

As of each Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment, whether with respect

to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which

is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered

thereby).

(ff) No

Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by

the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company which could affect

the Company’s ability to perform any of its obligations under any of the Transaction Documents and the Company is current with respect

to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under

any of the Transaction Documents.

(gg) Acknowledgment

Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their

respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions

contemplated hereby by the Company and its representatives.

(hh) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except

for Sections 3.2(h) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) no Purchaser has been asked

by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,

or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past

or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”

transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of

the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions

to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock,

and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in

any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the

periods that the value of the Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging

activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the

hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach

of any of the Transaction Documents.

(ii) Regulation

M Compliance. 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 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, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with

the placement of the Securities.

(jj) [Reserved].

(kk) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value

of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under

the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ll) Cybersecurity.

(i)(x) to the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and have no knowledge of,

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data

that would require notification to any third-party under applicable law; (ii) the Company and the Subsidiaries are presently in compliance

with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory

authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection

of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the

aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable

safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security

of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery processes consistent

with commercially reasonable industry standards and practices.

(mm) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee

or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Treasury Department (“OFAC”).

(nn) U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning

of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(oo) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates 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.

(pp) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(qq) Compliance

with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance

in all material respects with all applicable state, federal and foreign data privacy and security laws and regulations, including, without

limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

maintain compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,

storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company

has, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, provided

accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy

Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating

to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by

Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address,

photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;

and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures

made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the

execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies, except,

in each case, as would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor the Subsidiaries (i)

to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries under,

or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying

for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant

to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory

authority that imposed any obligation or liability under any Privacy Law, except, in each case, as would not reasonably be expected to

result in a Material Adverse Effect.

(rr) Stock Option

Plans. Except as set forth on Schedule 3.1(rr), the Company has no outstanding stock options granted under any equity incentive

plan or otherwise as compensation to its directors and officers.

(ss) [Reserved].

(tt) [Reserved]

(uu) Consent

to Jurisdiction. The Company has the power to submit, and pursuant to this Agreement has legally, validly, effectively and irrevocably

submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate,

appoint and empower, and pursuant to this Agreement has legally, validly and effectively designated, appointed and empowered, an agent

for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of

New York.

(vv) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration

under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby,

other than as contemplated in the Registration Rights Agreement. The issuance and sale of the Securities hereunder does not contravene

the rules and regulations of the Trading Market.

(ww) No General

Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any

form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain

other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(xx) No Disqualification

Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of

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

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

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

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

is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities 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. The Company has complied,

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

provided thereunder.

(yy) Other Covered

Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been

or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(zz) Notice of

Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing Date of (i)

any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be

expected to become a Disqualification Event relating to any Issuer Covered Person.

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by

applicable law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities

Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with

a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state

securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state

securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution

of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting

such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal

and state securities laws).

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it converts any Notes or exercises any Warrants, it will be either (i) an “accredited investor” as defined in Rule 501(a)(1),

(a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer”

as defined in Rule 144A(a) under the Securities Act.

(d) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms

of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the

case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s

assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions

of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by

the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(e) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(f) General Solicitation.

Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article, notice

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

radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(g) Access to

Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement

Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation

as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information

with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(h) Bad Actor.

None of the Purchasers nor any affiliate director, executive officer, other officers participating in the offering hereunder, or any other

person associated with such Purchaser that is subject to the disqualification provisions of Rule 506(d)(1) under the Securities Act (each,

a “Purchaser Covered Person”), is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i)

to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)

or (d)(3). Such Purchaser has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has exercised

reasonable care to determine whether any Purchaser Covered Person is subject to a Disqualification Event. Such Purchaser has furnished

to the Company a copy of any disclosures provided thereunder.

The Company acknowledges and agrees

that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer

Restrictions.

(a) The

Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection

with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of

counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities

Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration

Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.

(b) The

Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following

form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO

WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES

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

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

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

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

SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH

SECURITIES.

The Company acknowledges

and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant

a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined

in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured

Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal

opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall

be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation

as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration

statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following

any sale of such Underlying Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), (iii) if such Underlying Shares

are eligible for sale under Rule 144 (assuming cashless exercise of the Warrants), without the requirement for the Company to be in compliance

with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions,

or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements

issued by the staff of the Commission). Upon receipt of a representation letter or other documentation from the Purchaser that the Company

may reasonably request, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after

the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively.

If all or any portion of a Note is converted or a Warrant is exercised at a time when there is an effective registration statement to

cover the resale of the applicable Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is then

in compliance with the current public information required under Rule 144 (assuming cashless exercise of the Warrants), or if the Underlying

Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required

under Rule 144 as to such Underlying Shares or if such legend is not otherwise required under applicable requirements of the Securities

Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be

issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required

under this Section 4.1(c), it will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate

representing Underlying Shares, as the case may be, issued with a restrictive legend and a representation letter from the Purchaser that

the Company may reasonably request (such date, the “Legend Removal Date”), deliver or cause to be delivered to such

Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation

on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates

for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account

of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard

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

Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Underlying Shares,

issued with a restrictive legend.

(d) In

addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated

damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities

are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day

(increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend

Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to

be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such

Purchaser that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an

open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion

of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of

shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal

to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any)

for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product

of (A) such number of Underlying Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied

by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by

such Purchaser to the Company of the applicable Underlying Shares (as the case may be) and ending on the date of such delivery and payment

under this Section 4.1(d).

(e) Each

Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities pursuant

to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption

therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution

set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth

in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents,

are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of

any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may

have on the ownership of the other stockholders of the Company.

4.3 Furnishing

of Information; Public Information.

(a) Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration of

the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect

thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to

the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b) At any time during the period commencing from the six (6) month anniversary of the date hereof and ending

at such time that all of the Warrant Shares (assuming cashless exercise) and Conversion Shares may be sold without the requirement for

the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company

(i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer

described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule

144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the

Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction

of its ability to sell the Underlying Shares, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such

Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods

totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time

that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144.

The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information

Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar

month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event

or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information

Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated

for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public

Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief.

4.4 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration

under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes

of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other

transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.5 Exercise

and Conversion Procedures. Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included

in the Notes set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Notes.

Without limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion shall be required, nor shall any

medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice of Conversion form be required in

order to exercise the Warrants or convert the Notes. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Warrants or convert their Notes. The Company shall honor exercises of the Warrants and conversions

of the Notes and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction

Documents.

4.6 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the

transactions contemplated hereby and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with

the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under

any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates

on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall

be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult

with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor

any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,

with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release

of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case

the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding

the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with

the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required

by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such

disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice

of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure

4.7 Stockholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.8 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material, non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not

have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates

or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective

officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,

such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice

provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any

Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company.

4.9 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for (i) working capital purposes, and

(ii) following the Second Closing, repayment of the Company’s certain outstanding senior convertible notes issued pursuant to that

certain Securities Purchase Agreement, dated as of February 12, 2026, by and among the Company and the investors therein (the “Prior

Notes”), in an amount equal to 110% of the outstanding aggregate principal amount of such Prior Notes, and shall not use such proceeds:

(a) for the satisfaction of any portion of the Company’s debt (other than the Prior Notes or the payment of trade payables

in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common

Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.10 Indemnification.

Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders,

members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities

Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other

Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of

such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims,

contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’

fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach

of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents,

(b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder

of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction

Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants

under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations

by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct), or (c) in connection with any registration statement of the Company providing

for the resale by the Purchasers of the Warrant Shares issued and issuable upon exercise of the Warrants, the Company will indemnify each

Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,

costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any

untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus

or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission

of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement

thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that

such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company

by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the

Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to

any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements

made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser

Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.11 Reservation

and Listing of Securities.

(a) The

Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to the

Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.

(b) If,

on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum

on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles

of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time,

as soon as possible and in any event not later than the 75th day after such date.

Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading

Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on

the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation

on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation and

(iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such

Trading Market or another Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the

Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without

limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with

such electronic transfer.

4.12 Subsequent

Equity Sales.

(a) (i) From the

date hereof, with respect to the Initial Closing and (ii) from the date of each Closing, with respect to each Closing other than the Initial

Closing, and in each case, until the date that is thirty (30) Trading Days following each applicable Registration Statement Effectiveness

Date, neither the Company nor any Subsidiary shall (A) issue, enter into any agreement to issue or announce the issuance or proposed issuance

of any shares of Common Stock or Common Stock Equivalents or (B) file any registration statement or any amendment or supplement thereto,

other than (i) the Registration Statement or any amendment thereto with respect to the Underlying Shares, (ii) the filing of a registration

statement on Form S-8 in connection with any employee benefit plan, (iii) the filing of any registration statement and amendments thereto

required to be filed in connection with the transaction with Resource Group US Holdings LLC, or (iv) the filing of a resale registration

statement related to the shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of the securities issued

pursuant to the Prior Purchase Agreement

(b) From

the date hereof until the date on which the Notes are no longer outstanding, the Company shall be prohibited from entering into an agreement

to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units

thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company

(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right

to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that

is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance

of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future

date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly

related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any

agreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the Company may

issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless

of whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief against the Company to

preclude any such issuance, which remedy shall be in addition to any right to collect damages.

the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall

be an Exempt Issuance.

4.13 Stockholder

Approval. The Company shall hold a special meeting of stockholders (which may also be at the annual meeting of stockholders) at the

earliest practicable date for the purpose of obtaining the Stockholder Approval, with the recommendation of the Company’s Board

of Directors that such proposal be approved, and the Company shall solicit proxies from its stockholders 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 proposals. The Company shall hold a special meeting of stockholders (the “Stockholder Meeting”) for purposes

of obtaining the Stockholder Approval no later than 60 days after the Initial Closing Date (the “Stockholder Meeting Deadline”),

and the Company shall be obligated to use its reasonable best efforts to obtain the Stockholder Approval by the Stockholder Meeting Deadline.

If, despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained within 180 days of the Initial Closing

Date, the Company shall cause an additional Stockholder Meeting to be held within 120 days thereafter.

4.14 Equal

Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is

also offered to all of the parties to such Transaction Documents. Further, the Company shall not make any payment of principal or interest

on the Notes in amounts which are disproportionate to the respective Purchaser’s principal amounts outstanding on the Notes at any

applicable time. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and

negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be

construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

If, at any time while the Notes or Warrants are outstanding, the Company agrees to any amendment, waiver or modification of any Transaction

Document, or consummates any exchange, restructuring, refinancing or replacement of any other outstanding Notes or Warrants (including

into new securities of the Company), whether pursuant to the same or different transaction documents, in each case with any other holder

on terms more favorable, in any respect, than those applicable to the Purchaser, then such Purchaser shall have the right, at its option,

to elect to have such more favorable terms apply to the Note, Warrant and the other Transaction Documents, effective concurrently therewith.

4.15 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales,

of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that

the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section

4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.6, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules

(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained

in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty

or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6, (ii) no

Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable

securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to

the initial press release as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade

in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates

or agent, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section

4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers

manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions

made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply

with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered

by this Agreement.

4.16

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation

D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at each Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

4.17 [Reserved.]

4.18 [Reserved.]

4.19 [Reserved.]

4.20 Participation

in Future Financing.

(a) From the date

hereof through the date that is twelve (12) months after the date on which the Notes are no longer outstanding, upon any issuance by the

Company or any of its Subsidiaries of any Indebtedness (including but not limited to privately placed Indebtedness or equity-linked Indebtedness),

any preferred stock, Common Stock, options or securities convertible into shares of Common Stock (a “Subsequent Placement”),

the Purchasers shall have the right to purchase their respective Pro Rata Portion of the Participation Maximum, on the same terms, conditions

and price provided for in the Subsequent Placement. For purposes hereof “Participation Maximum” means 50% and “Pro

Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating

under this Section 4.20 and (y) the sum of the aggregate Subscription Amount of Securities purchased on the Closing Date by all

Purchasers participating under this Section 4.20.

(b) In

the case of a Subsequent Placement:

(i) At least two (2)

Business Days, except in the event of an overnight offering or intraday offering, prior to the closing of a Subsequent Placement, the

Company shall deliver to each Purchaser a written notice asking the Purchaser if it consents to the receipt of material non-public information

pursuant to this Section 4.20 (“Pre-Notice”). If a Purchaser consents to the receipt of material non-public

information, it shall so notify the Company within one (1) Trading Day after receipt of the Pre-Notice or one hour in the event of an

overnight offering or intraday offering. If such Purchaser so consents, the Company shall promptly, but no later than one (1) Trading

Day after such consent, deliver the details of such proposed Subsequent Placement (the “Subsequent Placement Notice”)

to such Purchaser. The Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement,

the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Placement is proposed

to be effected and shall include a term sheet or similar document relating thereto as an attachment.

(ii) Any

Purchaser desiring to participate in such Subsequent Placement shall provide written notice (the “Participation Notice”)

to the Company by not later than 5:30 p.m. (New York City time) on the second (2nd) Trading Day after delivery of the Subsequent

Placement Notice except in the event of an overnight offering or intraday offering, in which case, the Participation Notice shall be delivered

by one hour after receipt of the Subsequent Placement Notice (the “Notice Deadline”), with such Participation Notice

setting forth: (i) that such Purchaser is willing to participate in the Subsequent Placement and willing to execute the relevant

transaction documents for the Subsequent Placement on the terms and conditions set forth in such transaction documents; (ii) the

amount of such Purchaser’s participation; and (iii) each participating Purchaser’s representing and warranting that

such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Placement. If the

Purchaser fails to deliver the Participation Notice to the Company by the Notice Deadline, such Purchaser shall forfeit its right to participate

in the Subsequent Placement.

(iii) If

by the Notice Deadline, the Company receives Participation Notices that are, in the aggregate, less than the Participation Maximum, then

the Company may effect the remaining portion of such Subsequent Placement, including the difference between the amount to be purchased

by Purchasers and the Participation Maximum, on the terms and with the Persons set forth in the Subsequent Placement.

In the event that the Company fails to

notify any Purchaser of a Subsequent Placement in accordance with this Section 4.20(b) or otherwise fails to comply with any of the provisions

of this Section 4.20, then each Holder shall have the right, by delivering a written notice to the Company, during the thirty (30) day

calendar period commencing on the date of the first public announcement of the Subsequent Placement to, at the Purchaser’s option,

participate in the Subsequent Placement or subscribe for the securities offered in such Subsequent Placement in a separate transaction

on substantially equivalent terms as that of the Subsequent Placement.

Company and each Purchaser agree that at no time can the participation rights granted herein together with all pre-existing rights granted

to such Purchaser to participate in any Subsequent Placement exceed such Purchaser’s respective Pro Rata Portion of the Participation

Maximum. Notwithstanding the foregoing, this Section 4.20 shall not apply in respect of an Exempt Issuance.

ARTICLE V.

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Initial Closing has not

been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination

will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. The Company has agreed to reimburse the Lead Investor for its reasonable and documented legal fees and expenses up to

$75,000 in the aggregate, of which $25,000 shall be remitted upfront to Lead Investor’s counsel, and the remaining sum shall be

withheld from the Lead Investor’s Subscription Amount, to be delivered by the Lead Investor to the Company on the Initial Closing

Date. In addition, the Company has agreed to reimburse the Lead Investor for reasonable and documented legal fees and expenses incurred

after the Initial Closing Date in connection with any subsequent Closings and preparation and filing of the Registration Statement, which

legal fees and expenses shall be deducted from the Lead Investor’s Subscription Amount to be delivered by the Lead Investor to the

Company on the applicable Closing Date. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay

the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident

to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees

(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion

or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities

to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via

email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York

City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day

or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the

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

such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached

hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and holders of at least a majority in interest of the principal amount of the Notes then outstanding

(or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such

waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser

(or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No

waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver

in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any

delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment

or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable

rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment

effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or

transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities by the

provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party Beneficiaries.

The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1, the covenants

of the Company in Article IV and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the

benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision

hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the State, City, and County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction

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

waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered

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

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. If any party shall commence an Action

or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10,

the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act

or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly

delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion

of a Note or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such

rescinded conversion notice or exercise notice, as applicable, concurrently with the return to such Purchaser of the aggregate conversion

price or exercise price, as applicable, paid to the Company for such shares and the restoration of such Purchaser’s right to acquire

such shares pursuant to such Purchaser’s Note or Warrant, as applicable (including, issuance of a replacement note or warrant evidencing

such restored right).

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity against any claim that may be made against the Company with respect to the certificate

alleged to have been mutilated, lost, stolen, or destroyed) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser

enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part

thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required

to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without

limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred.

5.17 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 any Purchaser in order to enforce any right or remedy under

any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed

and provided that the total liability of the Company under the Transaction Documents for payments 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 in the nature of interest

that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law and applicable to the Transaction Documents 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

the Transaction Documents 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 any Purchaser with respect to indebtedness

evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness

or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

5.18 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and

not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For

reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through

the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent any of the Purchasers and only represents

the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience

of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that

each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and

not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.19 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been

paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due

and payable shall have been canceled.

5.20 Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or

granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.21 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party

shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference

to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.22 Tax

Matters. The Company and the Purchaser agree (i) to treat the Notes as debt for all U.S. federal and state income tax purposes,

and, in accordance with Section 385(c) of the Code, such characterization shall be binding upon the Purchasers and the Company

(along with their successors and assigns) and (ii) not to take any position contrary to this Section 5.22 on any tax return,

tax audit or other tax proceedings unless otherwise required by applicable law.

5.23 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of

the date first indicated above.

RENX ENTERPRISES CORP.

Address for Notice:

By:

Name: Nicolai Brune

Email:

Title: Chief Financial Officer

With a copy to (which shall not constitute notice):

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO RENX SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF,

the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the

date first indicated above.

Name of Purchaser: _____________________________________________________________

Signature of Authorized Signatory of Purchaser:

__________________________________

Name of Authorized Signatory: __________________________________________________

Title of Authorized Signatory: ___________________________________________________

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address

for notice):

Subscription Amount: $________________________

Note Principal Amount: $________________________ ________________________

Warrant Shares: ________________________ ________________________

Beneficial Ownership Blocker o

4.99% or o 9.99%

[SIGNATURE PAGES CONTINUE]

EXHIBIT A

Form of Note

[attached]

EXHIBIT B

Form of Registration Rights Agreement

[attached]

EXHIBIT C

Form of Warrant

[attached]

EXHIBIT D

Form of Legal Opinion

[attached]

EXHIBIT E

Form of Company Certificate

[attached]

EXHIBIT F

Form of Officer’s Certificate

[attached]

EX-10.2 — FORM OF REGISTRATION RIGHTS AGREEMENT, DATED APRIL 30, 2026

EX-10.2

Filename: ea028885401ex10-2.htm · Sequence: 6

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of April 30, 2026, by and between RenX Enterprises Corp., a Delaware

corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser”

and, collectively, the “Purchasers”).

This Agreement is made pursuant

to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser

hereby agree as follows:

1. Definitions.

Capitalized terms used

and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

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

“Advice”

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

“Effectiveness

Date” means, (i) with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar

day following the Initial Closing Date (or, in the event of a “full review” by the Commission, the 75th calendar

day following the Initial Closing Date), (ii) with respect to the Second Registration Statement required to be filed hereunder, the 60th

calendar day following the Filing Date applicable to the Second Registration Statement (or, in the event of a “full review”

by the Commission, the 75th calendar day following such Filing Date), (iii) with respect to any Registration Statement(s) required to

be filed in connection with any Additional Closing, the 60th calendar day following the Filing Date applicable to such Registration Statement

(or, in the event of a “full review” by the Commission, the 75th calendar day following such Filing Date), and (iv) with respect

to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar

day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full

review” by the Commission, the 75th calendar day following the date such additional Registration Statement is required

to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that one or more

of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date

as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes

the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness

Date shall be the next succeeding Trading Day.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“First

Registration Shares” means, collectively, (i) shares of Common Stock then issued and issuable upon conversion of the Initial

Notes and the Second Notes (assuming on such date the Initial Notes and the Second Notes are converted at the initial Conversion Price

(as defined in the Initial Notes) in full and without regard to any conversion limitations contained therein) and (ii) such number of

Warrant Shares issued and issuable upon exercise of the Warrants issued and issuable in the Initial Closing and Second Closing (assuming

that such Warrants are exercised in full without regard to any exercise limitations therein).

“Filing

Date” means, (i) with respect to the Initial Registration Statement required hereunder, the 15th calendar day following

the Initial Closing Date, (ii) with respect to the Second Registration Statement required hereunder, the 10th calendar day

following the Stockholder Approval Date, (iii) with respect to any Registration Statement(s) required to be filed in connection with any

Additional Closing, the 10th calendar day following such Additional Closing Date; provided , however, that if the applicable

Filing Date falls on weekend or a federal holiday, then the Filing Date shall be the first Business Day thereafter.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

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

“Indemnifying

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

“Losses”

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

“Plan of

Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission

pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of

any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable

Securities” means:

(a) with respect to

the Initial Registration Statement, the First Registration Shares;

(b) with respect to

the Second Registration Statement, the difference between (i) all shares of Common Stock then issued and issuable upon conversion

in full of the Initial Notes and the Second Notes (assuming on such date that the Initial Notes and the Second Notes are converted in

full at the Floor Price (as defined in the Initial Notes and Second Notes) without regard to any conversion limitations therein) and (ii)

all shares of Common Stock then issued and issuable upon conversion in full of the Initial Notes and the Second Notes (assuming on such

date that the Initial Notes and the Second Notes are converted in full at the initial Conversion Price (as defined in the Initial Notes)

without regard to any conversion limitations therein);

to any Registration Statement filed in connection with any Additional Closing, (i) all shares of Common Stock then issued and

issuable upon conversion in full of the Additional Notes (assuming on such date that the Additional Notes are converted in full at

the Floor Price of the Additional Notes without regard to any conversion limitations therein) and (ii) all Warrant Shares then

issued and issuable upon exercise of the Warrants issued and issuable in the Additional Closing (assuming on such date that such

Warrants are exercised in full without regard to any exercise limitations therein); and

(d) with respect to

each of (a), (b) and (c) of the definition of “Registerable Securities,” as set forth above, in addition to the securities

set forth therein, any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar

event with respect to the foregoing; provided, however, that in each case, any such Registrable Securities shall cease to be Registrable

Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder

with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared

effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance

with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or

(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant

to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the

affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend

upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined

by the Company, upon the advice of counsel to the Company).

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

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

“Rule 424”

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

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

“Second

Registration Statement” means the Registration Statement filed with respect to shares of Comon Stock covered by clause (b) of

the definition of “Registrable Securities.”

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff and (ii) the Securities Act.

2. Shelf

Registration.

(a) On

or prior to each applicable Filing Date, the Company shall prepare and file with the Commission the applicable Registration Statement

covering the resale of the applicable Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each

Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable

Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions

of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan

of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached

hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”

without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially

reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to

be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable

Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under

the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder

or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement

for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the

Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the

“Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00

p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration

Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date

requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after

the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so

notify the Holders within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid

shall be deemed an Event under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the applicable Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted

to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering, subject to the provisions of Section 2(e) with respect to filing on Form S-3 or other appropriate form, and subject to the provisions

of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment,

the Company shall be obligated to use reasonable efforts to advocate with the Commission for the registration of all of the Registrable

Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or

any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration

Statement as a secondary offering (and notwithstanding that the Company used reasonable efforts to advocate with the Commission for the

registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable

Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

and

b. Second, the Company shall reduce Registrable Securities represented by Underlying Shares (applied, in

the case that some Underlying Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Underlying

Shares held by such Holders).

In the event of a cutback hereunder,

the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such Holder’s

allotment. In the event the Company amends the applicable Registration Statement in accordance with the foregoing, the Company will use

its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to

the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to

register for resale those Registrable Securities that were not registered for resale on such Registration Statement, as amended.

(d) If:

(i) the Initial Registration Statement, the Second Registration Statement or any Additional Registration Statement, as applicable, is

not filed on or prior to its applicable Filing Date (if the Company files such Registration Statement without affording the Holders the

opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of such

Registration Statement, the Company shall be deemed to have not satisfied this clause (i) as of the applicable Filing Date), or (ii) the

Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated

by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in

writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject

to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment

and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar

days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement

to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective

by the Commission by its applicable Effectiveness Date, or (v) after the effective date of a Registration Statement, such Registration

Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement,

or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten

(10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during

any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and

(iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded,

and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on

which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”),

then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly

anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured,

the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0%

multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any

partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon

at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily

from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial

liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of

an Event.

(e) If

Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale

of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon

as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until

such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(f) Notwithstanding

anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any

underwriter without the prior written consent of such Holder.

3. Registration

Procedures.

In connection with the Company’s

registration obligations hereunder, the Company shall:

(a) Not

less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the

filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to

be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning

of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto

to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is

notified of such objection in writing no later than two (2) Trading Days after the Holders have been so furnished copies of a Registration

Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C

(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date

or by the end of the second (2nd) Trading Day following the date on which such Holder receives draft materials in accordance

with this Section.

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the

applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable

Securities.

(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and,

in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such

notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for

that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any duty of confidentiality to

the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis

of such information.

(e) Use

its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

(g) Subject

to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by

each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any

amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Purchase Agreement and the rules and regulations of the Commission, of all restrictive legends, and to enable such Registrable

Securities to be in such denominations and registered in such names as any such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account

the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to

the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document

so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. If the Company notifies the Holders in accordance

with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus

have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts

to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right

under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, and shall not be subject to the payment

of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not

be consecutive days) in any 12-month period.

(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement

or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at

any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The

Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for

the registration of the resale of Registrable Securities.

(m) The

Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially

owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the

shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable

Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request, any

liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely

because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by

the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to

in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees

and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,

(B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C)

in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,

fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),

(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the

Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation

of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred

in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and

expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses

incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall

the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction

Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a) Indemnification

by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a

result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons

with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each

of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent

role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the

fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without

limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, to the extent arising

out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus

or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to

any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the

case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation

or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,

in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such

untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder

expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution

of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,

such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for

this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder

of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus

is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated

in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from

or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full

force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any

Registrable Securities by any of the Holders in accordance with Section 6(h).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,

from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of

a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary

prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information

so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)

to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder

Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such

Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this

purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in

amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section

5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received

by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification

obligation.

of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection

with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party

of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a

court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially

and adversely prejudiced the Indemnifying Party.

An Indemnified

Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and

expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in

writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding

and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding

(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party

shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified

Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to

employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense

thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).

The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent

shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,

effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the

terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent

incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall

be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party, provided

that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such

actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject

to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution.

If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party

harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such

proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,

statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such

Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including

any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,

or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party

as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’

or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified

for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto

agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or

by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding

paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount

of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any

damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission)

received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and

contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified

Parties.

6. Miscellaneous.

(a) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery

of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

(b) No

Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for the shares of Common Stock issuable upon

exercise and/or conversion of the securities issued to any placement agent, if any and as may be applicable, in the transactions contemplated

by the Purchase Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto)

may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file

any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared

effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing registration statements on Form

S-8 or filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered

on any such existing registration statements.

(d) Discontinued

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the

occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of

such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company

that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially

reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges

that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject

to the provisions of Section 2(d).

(e) Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the

Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group

of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or

amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall

be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted

from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect

to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights

of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(e). No consideration shall be offered or paid to any Person to amend or consent

to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to

this Agreement.

(f) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Purchase Agreement.

(g) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the

parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective

rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(h) No

Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except

for outstanding obligations to the Resource Group holders, neither the Company nor any of its Subsidiaries has previously entered into

any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(i) Execution

and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered

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

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com),

such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

(j) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Purchase Agreement.

(k) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(l) Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m) Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or

affect any of the provisions hereof.

(n) Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations

of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind

of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to

such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.

Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,

and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or

decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by

any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,

solely, and not between the Company and the Holders collectively and not between and among Holders.

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

(Signature

Pages Follow)

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

RenX Enterprises Corp.

By:

Name:

Nicolai Brune

Title:

Chief Financial Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE

PAGE OF HOLDERS TO RENX RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

Annex A

Plan of Distribution

Each Selling Stockholder (the

“Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from

time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or

trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling

Stockholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the

block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a

stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Stockholders may

also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities

Act”), if available, rather than under this prospectus.

Broker-dealers engaged by

the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts

from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts

to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a

customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in

compliance with FINRA Rule 2121.

In connection with the sale

of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial

institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling

Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities

to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with

broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Each Selling Stockholder has

informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to

distribute the securities.

The Company is required to

pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify

the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus

effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance

with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities

have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities

will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in

certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable

state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and

regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market

making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement

of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules

and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling

Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them

of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule

172 under the Securities Act).

Annex B

SELLING STOCKHOLDERS

The common stock being offered

by the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling Stockholders, upon

exercise of the Warrants and conversion of the Notes. For additional information regarding the issuances of the Notes and the Warrants,

see “Private Placement of Convertible Notes and Warrants” above. We are registering the shares of common stock in order to

permit the Selling Stockholders to offer the shares for resale from time to time. [Except for the ownership of the Notes and the Warrants,

the Selling Stockholders have not had any material relationship with us within the past three years.][**disclosures

regarding any material relationships will be added]

The table below lists the

Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Stockholders.

The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of

shares of common stock, the Notes, the Warrants and other outstanding securities convertible or exercisable for shares of common stock,

as of ________, 2026, assuming conversion and exercise of the Note, Warrants and other outstanding securities convertible or exercisable

for shares of common stock, as applicable, held by the Selling Stockholders on that date, without regard to any limitations on exercises

or conversions.

The third column lists the

shares of common stock being offered by this prospectus by the Selling Stockholders.

In accordance with the terms

of a registration rights agreement with the Selling Stockholders, this prospectus generally covers the resale of the sum of (i) the number

of shares of common stock issued to the Selling Stockholders in the “Private Placement of Convertible Notes and Warrants”

described above and (ii) the maximum number of shares of common stock issuable upon conversion or exercise of the related Notes and Warrants,

as applicable, determined as if the outstanding Notes and Warrants were converted or exercised in full, as applicable, as of the trading

day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately

preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without

regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the Selling

Stockholders pursuant to this prospectus.

Under the terms of the Note

and the Warrants [and other warrants held by the Selling Stockholders], a Selling Stockholder may not convert or exercise [the] [any such]

Note and Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties,

to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common

stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion or exercise

of such Note and Warrants which have not been converted or exercised, as applicable. The number of shares in the second and fourth columns

do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of

Distribution.”

Name of Selling Shareholder

Number of shares

of Common Stock Owned

Prior to Offering

Maximum Number of

shares of Common Stock

to be Sold Pursuant to

this Prospectus

Number of shares of

Common Stock Owned

After Offering

Annex C

RENX

ENTERPRISES CORP.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial

owner of common stock (the “Registrable Securities”) of RenX Enterprises Corp., a Delaware corporation (the “Company”),

understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)

a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities

Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the

Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the

Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences

arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial

owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or

not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial

owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned

by it in the Registration Statement.

The undersigned hereby provides the following

information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities

are held:

or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

E-Mail:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐ No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for

investment banking services to the Company?

Yes ☐ No ☐

Note: If “no” to Section 3(b), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

Yes ☐ No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities

in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements

or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐ No ☐

Note: If “no” to Section 3(d), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities

of the Company Owned by the Selling Stockholder.

Except as set forth below in this

Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable

pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships with the Company:

Except as set forth below, neither

the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities

of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or

affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to

promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the

date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify

the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of

the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned,

by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized

agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND

EXECUTED NOTICE AND QUESTIONNAIRE TO:

EX-99.1 — PRESS RELEASE, DATED MAY 5, 2026

EX-99.1

Filename: ea028885401ex99-1.htm · Sequence: 7

Exhibit 99.1

RenX Enterprises Corp. Secures Initial $13 Million of PIPE Financing;

Up to $87 Million in Additional Financing Available

MIAMI, FL, May 5, 2026 - RenX Enterprises Corporation (NASDAQ:

RENX) (“RenX” or the “Company”) today announced that it has entered into a securities purchase agreement with

institutional investors for a private investment in public equity (“PIPE”) financing. The transaction provides for an initial

commitment of $13 million, with the potential for up to an additional $87 million in funding available from time to time upon mutual consent

of the parties.

The securities issued and issuable in the PIPE

financing consist of senior convertible notes and warrants to purchase shares of the Company’s common stock. Of the initial $13

million commitment, $6.3 million was funded at the initial closing on May 4, 2026, with the remaining $6.7 million expected to be funded

promptly following the effectiveness of a registration statement to be filed by the Company with the Securities and Exchange Commission

(the “SEC”) related to the resale of the common stock issuable upon conversion or exercise, as applicable, of the securities

issued in the PIPE financing.

The Company intends to use the net proceeds from the initial closing

primarily for working capital, and the net proceeds from the second closing to repay senior convertible notes issued by the Company in

February 2026.

Dawson James Securities, Inc. acted as the sole placement agent for

the PIPE financing.

Additional information regarding the PIPE financing, including the

material terms of the securities issued and the agreements entered into by the Company, will be set forth in the Current Report on Form

8-K to be filed by the Company with the SEC.

The offer and sale of the foregoing securities were, and will be, made

in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),

and Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement may not be offered or sold in the

United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of

the Securities Act and such applicable state securities laws. The Company intends to file a registration statement with the Securities

and Exchange Commission (“SEC”) for the resale of the common stock issuable upon conversion or exercise, as applicable, of the

securities issued in the private placement.

This press release does not constitute an offer to sell or a solicitation

of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful.

About RenX Enterprises Corp.

RenX Enterprises Corp. is a technology-driven environmental processing

and sustainable materials company focused on producing value-added compost, engineered soils, and specialty growing media for agricultural,

commercial, and consumer end markets. The Company’s platform integrates advanced milling and material-processing technology, including

its Microtec UTM 1200 Turbo Mill, to size, refine, and condition organic inputs into consistent, specification-defined soil substrates.RenX’s

core operations are anchored by a permitted 80-plus acre organics processing facility in Myakka City, Florida, where the Company integrates

organics processing, advanced milling, blending, and in-house logistics to support the localized production of proprietary soil substrates

and potting media. The Company also owns a portfolio of legacy real estate assets, which it intends to monetize to fund its core platform.

Forward-Looking Statements

This press release may contain forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical fact are or may be deemed to be forward-looking statements. In some cases, forward-looking

statements can be identified by terminology such as “may,” “should,” “potential,” “continue,”

“expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates”

and similar expressions and include statements regarding the PIPE financing supporting the Company’s growth and operational objectives;

the $6.7 million second closing becoming available promptly after the effectiveness of a registration statement to be filed by the Company

with the SEC; up to $87 million of potential additional funding being available from time to time; the anticipated use of the net proceeds

from the PIPE financing; the Company’s obligation to file one or more registration statements with the SEC; and the monetization of the

Company’s portfolio of legacy real estate assets to fund its core platform. These forward-looking statements are based on certain assumptions

and analyses made by us in light of our experience and our perception of historical trends, current conditions, and expected future developments,

as well as other factors we believe are appropriate in the circumstances. Important factors that could cause actual results to differ

materially from current expectations include, among others, the Company’s ability to meet the conditions to secure additional funding

under the PIPE financing, as well as the parties’ agreement to complete any additional closings beyond the initial and second closings;

the Company’s ability to advance monetization initiatives across its legacy real estate asset portfolio; the Company’s ability to achieve

cash flow positivity; the Company’s ability to maintain adequate liquidity and working capital; the Company’s ability to maintain its

Nasdaq listing; the Company’s reliance on third-party technologies and partners; the availability and cost of feedstock and other inputs;

customer demand and market acceptance of engineered growing media products; fuel and commodity pricing; general economic and market conditions;

and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings

with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation

to revise or update this press release to reflect events or circumstances after the date hereof.

For Media and IR inquiries please contact:

info@renxent.com

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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