Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-035221

Filed: 2026-07-29

Period: 2026-07-24

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001817004

2026-07-24

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report

(Date

of earliest event reported): July 24, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

84-4260623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS.

Employer

Identification

No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33139

(Address of principal executive offices, including zip code)

(305)

791-1169

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since the last report)

Check

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

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

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

NXXT

Nasdaq

Capital Market

Indicate

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

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

Emerging

growth company ☒

an emerging growth company, indicate by a 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.

July 24, 2026, NextNRG, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with an institutional investor

(the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a

senior secured convertible note of the Company, in the aggregate original principal amount of $2,000,000 (the “Note”), which

is convertible into shares of common

stock of the Company (the “Conversion Shares”), par value $0.0001 per share (the “Common

Stock”). The closing of the transaction contemplated

under the Purchase Agreement (the “Closing”) occurred on

July 24, 2026 (the “Closing Date”). Upon

the Closing, the Company issued the Note and received gross proceeds of approximately

$1.8 million. The Company intends to use the net proceeds from

the sale of the Note for general corporate purposes and working capital requirements.

Pursuant

to the Purchase Agreement, the Company agreed not to issue any equity, equity linked securities, debt or preferred shares in any Subsequent

Placement (as defined in the Purchase Agreement) so long as the Note is outstanding, subject to certain exceptions. The Company also

agreed to provide the Investor with a right of participation in 100% of any Subsequent Placement until the later of the 4 month anniversary

of the Closing Date and the date the Note is no longer outstanding.

The

Note

The Note bears interest at a rate of

twelve percent (12%) per annum and will mature on October 24, 2026 (the “Maturity Date”).

From and after the occurrence and during the continuance of any Event of Default (as defined in the

Note), the interest rate will increase by nine percent (9%) until such Event of Default is subsequently cured. The Maturity Date

may be extended for an additional three (3) months by mutual written consent of the Company and the Investor or at the option of the

Investor, subject to the terms of the Note. On the Maturity Date, the Company shall pay to

the Investor an amount in cash representing the sum of (i) 50% of all outstanding principal

(the “Payment Premium”), (ii) all outstanding principal, and (iii) all accrued

and unpaid interest and Late Charges (as defined in the

Note) on such principal and interest. The

Note is convertible at the option of the Investor into Conversion Shares at a fixed conversion

price equal to $0.75 per share.

The

Company may, at any time and with 30 days’ prior notice, redeem

all of the outstanding amount then remaining under the Note for cash in an amount equal to the sum of (i) the Payment Premium, (ii) all

outstanding principal, and (iii) all accrued and unpaid interest and Late Charges on

such principal and interest as of the applicable redemption date.

Pursuant to the Note, if the Company shall determine

to prepare and file with the Securities and Exchange Commission a registration statement or

offering statement of any of its equity securities (other than on Form S-4 or Form S-8), then

the Company shall deliver to the Investor a written notice of such determination and, if within fifteen (15) days after the date

of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement or

offering statement all or any number of Conversion Shares and/or any capital stock of the

Company issued or issuable with respect to the Conversion Shares or the Note as requested by the Investor.

The Note is secured by the

collateral set forth in the Security and Pledge Agreement (as defined below) and is guaranteed by

each of the Company’s subsidiaries pursuant to a Guaranty (the “Guaranty”).

The

Security and Pledge Agreement

In connection with the Purchase Agreement and the

Note, on July 24, 2026, the Company, certain subsidiaries of the Company (each a “Grantor”

and together with the Company, collectively, the “Grantors”) and the Investor also entered into a security and pledge agreement

(the “Security and Pledge Agreement”). Pursuant to the Security and Pledge Agreement, the Grantors

have granted a security interest in the Collateral (as

defined in the Security and Pledge Agreement), which includes substantially all of the assets of the Company.

The foregoing does not purport to be a complete description

of each of the Note, the Purchase Agreement, the Security and Pledge Agreement and the Guaranty

and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 4.1, 10.1,

10.2 and 10.3, respectively, to this Form 8-K and incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant

The

information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Notes, the Purchase Agreement, the Security

and Pledge Agreement and the Guaranty is incorporated herein by reference into this Item 2.03.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The Note

was, and the Conversion Shares issuable upon conversion or otherwise pursuant to the terms thereof will be, offered, issued and sold

in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)

afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

ITEM

9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits

Exhibit

No.

Description

4.1

Form of Initial Note

10.1

Form of Securities Purchase Agreement, dated July 24, 2026

10.2

Form of Security and Pledge Agreement, dated July 24, 2026

10.3

Form of Guaranty, dated as of July 24, 2026

104

Cover

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

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

EVA

LIVE INC.

July

29, 2026

By:

/s/

Michael D. Farkas

Date

Michael

D. Farkas

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

[FORM

OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE]

NEITHER

THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. 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.

THIS

NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1). THE COMPANY

WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED

IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (305) 791-1169.

NEXTNRG,

INC.

Senior

Secured Convertible Promissory Note

Due

October 24, 2026

Issuance

Date: July 24, 2026

Original

Principal Amount: U.S. $2,000,000

FOR

VALUE RECEIVED, NextNRG, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of

[●] or its registered assigns (the “Holder”) the amount set forth above as the Original Principal Amount (or

such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”)

when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof)

and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from

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

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

This Senior Secured Convertible Promissory Note (including all Senior Secured Convertible Promissory Notes issued in exchange, transfer

or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible Promissory Notes issued pursuant

to that certain Securities Purchase Agreement, dated as of July 24, 2026 (the “Subscription Date”), 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 Secured Convertible Promissory Notes, the “Other Notes”). Certain capitalized terms used herein

are defined in Section 33.

PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding any amounts paid

in shares of Common Stock on the Maturity Date in accordance with Section 9) representing the sum of (x) 50% of all outstanding Principal

(the “Payment Premium”), (y) all outstanding Principal, (z) and all accrued and unpaid Interest and accrued and unpaid

Late Charges (as defined in Section 26(c)) on such Principal and Interest. Other than as specifically permitted by this Note, the Company

may not prepay or redeem any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on

Principal and Interest, if any.

INTEREST; INTEREST RATE.

(a)

Interest on this Note shall commence accruing on the Issuance Date and shall accrue on all outstanding Principal and shall be computed

on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each month (each,

an “Interest Date”) with the first Interest Date being the Issuance Date. Interest shall be payable on each Interest

Date, to the Holder on the applicable Interest Date, in cash (“Cash Interest”); provided however, that, the Holder

may, at its option, elect to have the Company pay Interest on any Interest Date by increasing the then outstanding Principal by the Interest

due (“PIK Interest”) or in a combination of Cash Interest and PIK Interest. The Holder shall deliver a written notice

(each, an “Interest Election Notice”) to the Company on or prior to the sixth (6th) Trading Day prior to

the applicable Interest Date (the date such notice is delivered to the Company, the “Interest Notice Date”) which

notice either (A) confirms that Interest to be paid by the Company on such Interest Date shall be paid entirely in Cash Interest or (B)

elects that the Company pays Interest as PIK Interest or a combination of Cash Interest and PIK Interest and specifies the amount of

Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid as PIK Interest.

(b)

Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate on all outstanding principal

amounts 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 13 or any required payment upon any Bankruptcy Event of Default. From and after

the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be adjusted on each Trading

Day in which an Event of Default is continuing to the sum of (x) the Interest Rate then in effect on such date of determination and (y)

nine percent (9.0%) 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.

CONVERSION OF NOTES. At any time after the date hereof, this Note shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock, 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 date hereof, 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 Company’s transfer agent (the “Transfer Agent”)) 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 (x) the portion of the Principal to be converted, redeemed or otherwise with

respect to which this determination is being made, (y) all accrued and unpaid Interest with respect to such portion of the Principal

amount and accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any, and (z) 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, $0.75.

(c)

Mechanics 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 one (1) Trading Day following a conversion of this Note as aforesaid, the Holder

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

with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)). 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 (as defined in the Securities Purchase Agreement) or an effective and available registration statement (each, an “Acknowledgement”)

to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion

Notice in accordance with the terms herein. On or before the first (1st) Trading Day following the date on which the Company

has received a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation

for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion

Notice) (the “Share Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in

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 Depository

Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating

in FAST, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Conversion

Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder

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

the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company

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

and deliver to the Holder (or its designee) a new Note (in accordance with Section 20(d)) representing the outstanding Principal 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; provided, that the Holder shall

be deemed to have waived any voting rights of any such shares of Common Stock that may arise during the period commencing on such Conversion

Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary,

such that the aggregate voting rights of any shares of Common Stock beneficially owned by the Holder and/or any Attribution Parties,

collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion

of this Note. Notwithstanding anything to the contrary contained in this Note, after the effective date of a registration statement registering

the resale of the Conversion Shares (as defined in the Securities Purchase Agreement) (the “Registration Statement”),

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 Conversion Shares 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 (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 applicable Share Delivery Deadline and to which the Holder is entitled,

multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period

beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice

to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this

Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect

the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii)

or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline 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 one (1) Business Day after receipt of the Holder’s request and in the Holder’s discretion, either:

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

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

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

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

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

conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation

to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account

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

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

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

Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending

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

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

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

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

pursuant to the terms hereof.

(iii)

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the

names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered

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

the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,

without limitation, the right to receive payments of Principal 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 registered 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

(A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company

following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice

(which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder

and the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and

the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder

and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to

record such Principal, 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 25.

(d)

Limitations on Conversions.

(i)

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

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

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

Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common

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

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

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

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

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

Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

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

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

Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934

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

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

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

filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other 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 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’

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

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

a written notice to the Company, the Holder may from time to time increase (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 1934 Act. No prior inability to

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

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

than in strict conformity with the terms of this Section 3(d) 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 amended, modified or waived and shall apply to a successor holder of this Note.

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 (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:

(i)

the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the shares of Common Stock to be trading,

quoted or listed (as applicable) on an Eligible Market for a period of one (1) Trading Day, or the delisting or removal from quotation

of the shares of Common Stock from an Eligible Market;

(ii)

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

(5) Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Notes, including, without

limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with

a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions of the Notes, other

than pursuant to Section 3(d);

(iii)

except to the extent the Company is in compliance with Section 12(b) below, at any time following the tenth (10th) consecutive

day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the number of shares of Common

Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any

limitations on conversion set forth in Section 3(d) or otherwise),;

(iv)

the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts

when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any redemption

payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement,

document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, except, in the

case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of

at least two (2) Trading Days;

(v)

the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion

or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the

Securities Purchase Agreement (including this Note) 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;

(vi)

the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $300,000 of Indebtedness

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

(vii)

bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted

by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed

within thirty (30) days of their initiation;

(viii)

the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,

insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the

consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the

commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking

reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to

the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official

of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of

creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or

the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the

Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial

Code foreclosure sale or any other similar action under federal, state or foreign law;

(ix)

the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary

or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar

law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or

approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of

the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar

document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any

Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance

of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed

and in effect for a period of thirty (30) consecutive days;

(x)

a final judgment or judgments for the payment of money aggregating in excess of $300,000 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 $300,000 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;

(xi)

the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace

period, any payment with respect to any Indebtedness in excess of $300,000 due to any third party (other than, with respect to unsecured

Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings

and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach

or violation of any agreement for monies owed or owing in an amount in excess of $300,000, which breach or violation permits the other

party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or

event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement

binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the

business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects

of the Company or any of its Subsidiaries, individually or in the aggregate;

(xii)

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

or warranty, or any covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or

other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Trading Days;

(xiii)

a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity

Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;

(xiv)

any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;

(xv)

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

(xvi)

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

for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties

thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the

Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or

unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to

be created under any Transaction Document (including, without limitation, the Security Documents and the Guaranties);

(xvii)

any Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted

by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in

the Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision

of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the

validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any

governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;

(xviii)

any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute,

embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation

or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance

could have a Material Adverse Effect;

(xix)

the Collateral Agent fails to have electronic access to the records of the Custodian with respect to the assets held by the Company and/or

any of its Subsidiaries, from time to time;

(xx)

the Company issues any instructions, directly or indirectly, to the Custodian in violation of any term or condition of any Note or any

other Transaction Document.

(k) Residency.

Such Buyer is a resident of that jurisdiction specified below its address on the Schedule of Buyers.

3. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:

(a) Organization

and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized or incorporated, as applicable, and

validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority

to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the

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

in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent

that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined

below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business,

properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company

or any Subsidiary (as defined below), individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other

Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority

or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents

(as defined below); provided that a change in the market price or trading volume of the Common Stock alone shall not be deemed,

in and itself, to constitute a Material Adverse Effect. Other than the Persons (as defined below) set forth on Schedule 3(a),

the Company has no Subsidiaries. “Subsidiaries” means any Person in which the Company, directly or indirectly, (I)

owns any of the outstanding 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 each of the foregoing, is individually referred to herein

as a “Subsidiary.”

(b) Authorization;

Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement

and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has

the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The

execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation

by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance

of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable pursuant to the terms of the Notes) have

been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing

body, as applicable, and other than (i) a Form D with the SEC, (ii) with respect to the Closing and/or conversion of the Notes, the filing

of an Additional Listing Application with the Primary Market, and (iii) any other filings as may be required by any state securities

agencies, no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors

or their shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will

be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of

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

general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to,

or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and

to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary

is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations

of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability

may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar

laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to

indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means,

collectively, this Agreement, the Notes, the Guaranties, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined

below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the

transactions contemplated hereby and thereby, as may be amended from time to time.

of Securities. The issuance of the Securities have been duly authorized and, upon issuance in accordance with the terms of the Transaction

Documents, (i) each Note, shall be when issued at the Closing, validly executed, authenticated, issued, sold, and delivered and shall

constitute the legal, valid, and binding obligations of the Company, and (ii) the Conversion Shares shall be validly issued, fully paid

and non-assessable shares of capital stock of the Company and free from all preemptive or similar rights, mortgages, defects, claims,

liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”)

with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital not less

than the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (i) the Notes are

convertible at the Conversion Price (as defined in the Notes), (ii) interest on the Notes shall accrue upon the issuance thereof through

the three (3) month anniversary of the Closing Date and will be added to the principal of the Note and converted into shares of Common

Stock at a price equal to the Conversion Price, (iii) the Payment Premium (as defined in the Notes) is included in the principal of the

Notes, and (iv) any such conversion or payment shall not take into account any limitations thereon set forth in the Notes). Upon issuance

or conversion in accordance with the terms of the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable

and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights

accorded to a holder of shares of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement,

the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

(d) No

Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the consummation

by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance

of the Notes and the reservation for issuance of the Conversion Shares) will not (i) result in a violation of the Company’s Amended

and Restated Certificate of Incorporation, as amended and supplemented, including all Certificates of Designations, as each may be further

amended or supplemented from time to time (the “Certificate of Incorporation”), or the certificate of formation, memorandum

of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any share

capital or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which

with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or

(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal

and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)

and including all applicable foreign, federal and state laws, rules and regulations, applicable to the Company or any of its Subsidiaries

or by which any property or asset of the Company or any of its Subsidiaries is bound or affected).

(e) Consents.

Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration

with (other than the filing of a listing of additional shares application with the Principal Market, a Form D with the SEC and any other

filings as may be required by any state securities agencies), any Governmental Entity (as defined below) or any regulatory or self-regulatory

agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by

the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings

and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained

or effected on or prior to the applicable Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or

circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application

or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and

has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable

future. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction

of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature

(including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization

or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing

authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by

a government or a public international organization or any of the foregoing.

(f) Acknowledgment

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

of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and

that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in

Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the

Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).

The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries

(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any

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

hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer

that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been

based solely on the independent evaluation by the Company, each Subsidiary and their respective representatives.

(g) No

General Solicitation. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf,

has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer

or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees,

or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the

transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including,

without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim.

(h) No

Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has,

directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that

would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings

or otherwise, or caused this offering of the Securities to require approval of shareholders of the Company for purposes of the 1933 Act

or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange

or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company,

its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration

of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other

offerings of securities of the Company.

(i) Dilutive

Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The

Company further acknowledges that its obligation to issue (i) the Conversion Shares pursuant to the terms of the Notes and in accordance

with this Agreement and (ii) the Notes in accordance with this Agreement is, in each case, absolute and unconditional regardless of the

dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

(j) Application

of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including, without limitation,

any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision under the Certificate of

Incorporation or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a

result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities

and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in

order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of

shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

(k) SEC

Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules,

forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements

of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,

notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).

The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of

each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material

respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact

or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. As of their respective dates or with regard to any amended or restated financial

statements, on the date of filing the applicable amended or restated financial statements, the financial statements of the Company included

in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations

of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles

(“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial

statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may

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

thereof and with regard to any amended or restated financial statements, on the date of filing the applicable amended or restated financial

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

to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established

by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the

date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No.

5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No

other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including,

without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains

any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading,

in light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of

the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect

thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or

circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of

the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by

its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any

need for the Company to amend or restate any of the Financial Statements.

(l) Absence

of Certain Changes. Except as set forth in Schedule 3(l), since the date of the Company’s most recent audited financial

statements contained in an Annual Report on Form 10-K, there has been no material adverse change and no material adverse development

in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects

of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in

an Annual Report on Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any

assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually

or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps

to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding

up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate

involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and

its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions

contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent”

means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s

and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness

(as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise,

as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they

will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary,

individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less

than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable

to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and

matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be

beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business

or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s

remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is

now conducted and is proposed to be conducted.

(m) No

Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Schedule 3(m), no event, liability,

development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its

Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition

(financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration

statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has

not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have

a Material Adverse Effect.

(n) Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under

its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred

shares of the Company or any of its Subsidiaries, or its organizational charter, certificate of formation, memorandum of association,

articles of association, certificate of incorporation or bylaws, as applicable. Neither the Company nor any of its Subsidiaries is in

violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries,

and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases

for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the

SEC Documents, without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or

requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension

of the Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Common

Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the shares of Common Stock has not been suspended

by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal

Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries

possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective

businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice

of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment,

judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries

is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice

of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business

by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have

not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

(o)

Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor

any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have

violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption

laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised

to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for

any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively,

a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a

high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to

any Government Official, for the purpose of:

(i) (A)

influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do

or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official

to influence or affect any act or decision of any Governmental Entity, or

(ii) assisting

the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(p) Sarbanes-Oxley

Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,

as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.

(q) Transactions

With Affiliates. Except as disclosed in the SEC Documents, no current or former employee, partner, director, officer or shareholder

(direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any

thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been,

(i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing

for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director,

officer or shareholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,

officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,

firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for

a passive investment (direct or indirect) in less than 5% of the common equity of a company whose securities are traded on or quoted

through an Eligible Market (as defined in Section 4(f))), nor does any such Person receive income from any source other than the Company

or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its

Subsidiaries. No employee, officer, shareholder or director of the Company or any of its Subsidiaries or member of his or her immediate

family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or

committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii)

reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally

available to all employees or executives (including share option agreements outstanding under any share option plan approved by the Board

of Directors of the Company).

(r) Equity

Capitalization.

(i) Definitions:

(A) “Common

Stock” means (i) the Company’s common stock, $0.0001 par value per share, and (ii) any capital stock into which such

shares of Common Stock shall have been exchanged or any shares of capital stock resulting from a reclassification of such shares of Common

Stock.

(ii) Authorized

and Outstanding Share Capital. As of the date hereof, the authorized share capital of the Company consists of 505,000,000 shares

of capital stock, consisting of (i) 500,000,000 shares of Common Stock, of which, 168,133,448] shares of Common Stock are issued and

outstanding and 0 shares of Common Stock are reserved for issuance pursuant to Convertible Securities (as defined below) (other than

the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 5,000,000 shares of “blank check”

preferred stock, of which, (A) 513,000 shares have been designated as Series A Preferred Stock, and no shares of Series A Preferred Stock

are issued and outstanding and (B) 150,000 shares have been designated as Series B Preferred Stock, and 140,000 shares of Series B Preferred

Stock are issued and outstanding. “Convertible Securities” means any share capital or other security of the Company

or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable

for, or which otherwise entitles the holder thereof to acquire, any share capital or other security of the Company (including, without

limitation, Common Stock) or any of its Subsidiaries.

(iii) Valid

Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,

validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are

(A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes) and (B) that are, as of the date

hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption

that only officers, directors and holders of at least 10% of the Company’s issued and outstanding shares of Common Stock are “affiliates”

without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of

its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of

Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable

or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion

(including “blockers”) contained therein without conceding that such identified Person is a 10% shareholder for purposes

of federal securities laws).

(iv) Existing

Securities; Obligations. Except as disclosed in Schedule 3(r)(iv): (A) none of the Company’s or any Subsidiary’s

shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the

Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests

or share capital of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company

or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital of the Company or any of its

Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities

or rights convertible into, or exercisable or exchangeable for, any shares, interests or share capital of the Company or any of its Subsidiaries;

(C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any

of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries

which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which

the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there

are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities;

and (F) neither the Company nor any Subsidiary has any share appreciation rights or “phantom share” plans or agreements or

any similar plan or agreement.

(v) Organizational

Documents. The Company has furnished to the Buyers true, correct and complete copies of the Certificate of Incorporation as in effect

on the date hereof and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

(s) Indebtedness

and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding

debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of

the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to

any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement

or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations

in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under,

any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually

or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness,

the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither

the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not

so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’

respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of

this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money,

(B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation,

“capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent

with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments,

(D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection

with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title

retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such

indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession

or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently

applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)

above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any

Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns

such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in

respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

(t)

Litigation. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any

court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened

against or affecting the Company or any of its Subsidiaries, the shares of Common Stock or any of the Company’s or its Subsidiaries’

officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. No director, officer or employee

of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation

of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or

contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer

of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration

statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the Company is not aware

of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding.

Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of

any Governmental Entity.

(u) Insurance.

The Company has an effective and available directors and officer’s insurance policy from an insurer of recognized financial responsibility

in an aggregate amount of at least $5,000,000. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought

or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing

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

its business at a cost that would not have a Material Adverse Effect.

(v) Employee

Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member

of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined

in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company

or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s

employment with the Company or any such Subsidiary. No current (or former) executive officer or other key employee of the Company or

any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant,

and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or

any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance

with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms

and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

(w) Title.

(i) Real

Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or

other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned

by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any

rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for

current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the

property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid,

subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be

made of such property and buildings by the Company or any of its Subsidiaries.

(ii) Fixtures

and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the

tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company

or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and

Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put,

are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of

the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of

the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current

taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property

subject thereto.

(x) Intellectual

Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,

service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions,

licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations

therefor (as applicable) (“Intellectual Property Rights”) necessary to conduct their respective businesses as now

conducted and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule

3(x)(i). Except as set forth in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or

terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years from the

date of this Agreement that would have a Material Adverse Effect. The Company does not have any knowledge of any infringement by the

Company or its Subsidiaries of Intellectual Property Rights of others that would result in a Material Adverse Effect. There is no claim,

action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against

the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is

aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The

Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their

Intellectual Property Rights, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(y) Environmental

Laws. (i) To the extent applicable, the Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as

defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct

their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in

each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the

aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws

relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases

of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)

into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(i) To

the extent applicable, no Hazardous Materials:

(A) have

been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental

Laws; or

(B) are

present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any

Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental

Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.

(ii) Neither

the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise

located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated

biphenyls.

(iii) None

of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)

list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(z) Subsidiary

Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable

law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary

and all capital securities of its Subsidiaries contractually owned by the Company or such Subsidiary through variable interest entity

agreements as set forth on Schedule 3(z).

(aa) Tax

Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental

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

those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for

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

claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis

for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in

Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”). The net operating loss carryforwards (“NOLs”)

for United States federal income tax purposes of the consolidated group of which the Company is the common parent, if any, shall not

be adversely effected by the transactions contemplated hereby. The transactions contemplated hereby do not constitute an “ownership

change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability to utilize such NOLs.

(bb) Internal

Accounting and Disclosure Controls. Except as otherwise disclosed in the SEC Documents, the Company and each of its Subsidiaries

maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities

is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets

and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect

to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934

Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits

under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC,

including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in

the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including

its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions

regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant,

Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal

controls over financial reporting of the Company or any of its Subsidiaries.

(cc) Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries

and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is

not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(dd)

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment

company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an

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

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

(ee) Acknowledgement

Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that, as of the date hereof, the Buyer

does not hold a Net Short Position, and agrees that, for so long as any Notes remain outstanding, it shall not maintain a Net Short Position.

For purposes hereof, a “Net Short Position” means a position whereby such Buyer has executed one or more sales of

Common Stock marked as a “short sale” (excluding any sale marked “short exempt”) at a time when such Buyer has

no equivalent offsetting “long” position in the Common Stock, determined in accordance with Regulation SHO under the 1934

Act. For purposes of determining such Buyer’s “long” position: (A) all shares of Common Stock owned by such Buyer shall

be deemed held “long” by such Buyer; and (B) all shares of Common Stock issued or issuable to such Buyer (or its designee,

if applicable) pursuant to conversion of the Notes or any other Transaction Document — including, without limitation, shares issued

or issuable upon or following delivery of a Conversion Notice (as defined in the Notes) — shall be deemed held “long”

by such Buyer from and after the date of delivery of the applicable Conversion Notice, until such time as such Buyer shall no longer

beneficially own such shares of Common Stock. For the avoidance of doubt, no sale shall constitute a breach of this Section to the extent

such sale (i) results from a bona fide trading error on behalf of such Buyer (or its affiliates) or (ii) would otherwise be marked “long”

but for the occurrence of a Conversion Failure (as defined in the Notes) or any other breach by the Company (or its affiliates or agents,

including, without limitation, the Transfer Agent) of any Transaction Document. The Company further acknowledges and agrees that following

the public disclosure of the transactions contemplated by the Transaction Documents each Buyer may engage in trading activities at various

times during the period that the Securities are outstanding and such trading activities, if any, can reduce the value of the existing

shareholders’ equity interest in the Company both at and after the time trading activities are being conducted. The Company acknowledges

and agrees that such aforementioned trading activities do not constitute a breach of this Agreement or any other Transaction Document.

(ff) Manipulation

of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf

has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of

any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for,

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

compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed

to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg) U.S.

Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the

Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of

the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh) Registration

Eligibility. The Company is eligible to register the Conversion Shares for resale by the Buyers using Form S-1 promulgated under

the 1933 Act.

(ii) Transfer

Taxes. On the Closing Date, all share transfer or other taxes (other than income or similar taxes) which are required to be paid

in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully

paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(jj) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of

the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve.

(kk) Shell

Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(ll) Illegal

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

knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives

of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has

been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property,

or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization,

or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving

the direct or indirect use of funds of the Company or any of its Subsidiaries.

(mm) Money

Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001

and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations

and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to

(i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit,

Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B,

Chapter V.

(nn) Management.

During the past five year period, no current or former officer or director or, to the knowledge of the Company, no current ten percent

(10%) or greater shareholder of the Company or any of its Subsidiaries has been the subject of:

(i) a

petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or

similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or

within two years before the time of the filing of such petition or such appointment;

(ii) a

conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining any such person from, or otherwise limiting, the following activities:

(1) Acting

as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction

merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the

foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee

of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice

in connection with such activity;

(2) Engaging

in any particular type of business practice; or

(3) Engaging

in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities

laws or commodities laws;

(iv) any

order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to

be associated with persons engaged in any such activity;

(v) a

finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,

regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,

suspended or vacated; or

(vi) a

finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal

commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo) Stock

Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock option

plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock

option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan

has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly

grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement

of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(pp) No

Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated

by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company

is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any

of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with

its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to

believe that it will need to restate any such financial statements or any part thereof.

(qq) No

Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act

(“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive

officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s

outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405

under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”

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 1933 Act (a “Disqualification Event”), except for a Disqualification Event

covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject

to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and

has furnished to the Buyers a copy of any disclosures provided thereunder.

(rr) Other

Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation

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

(ss) No

Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated

by the Transaction Documents other than as specified in the Transaction Documents.

(tt) Public

Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”

of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(uu) Federal

Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal

Power Act, as amended.

(vv) Ranking

of Notes. Other than Permitted Indebtedness secured by Permitted Liens, if any, no Indebtedness of the Company, at the Closing, will

be senior to, or pari passu with, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages,

upon liquidation or dissolution or otherwise.

(ww) Cybersecurity.

To the extent applicable, the Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks,

hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate

and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants

that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have implemented and maintained

commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect

their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data,

including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural

person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number,

driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information

which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal

data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information

which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996,

as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and

(v) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,

outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the

duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each

case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The

Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations

of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,

misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected

to result in a Material Adverse Effect.

(xx) Compliance

with Data Privacy Laws. To the extent applicable, the Company and its Subsidiaries are, and at all prior times were, in compliance

with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company

and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently

are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such

would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance

with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,

storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries

have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none

of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable

laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary:

(i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy

Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law;

or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(yy) Disclosure.

The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel

with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company

or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.

The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in

securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the

transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

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

furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection

with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the

date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material

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

Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement

did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated

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

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,

properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable

law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been

so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries

and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial

projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized

that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered

by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees

that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those

specifically set forth in Section 2.

(zz) Placement

Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees,

or brokers’ commissions (other than for Persons engaged by the Buyers or their investment advisors) relating to or arising out

of the transactions contemplated hereby in connection with the sale of the Securities. The Company shall pay, and hold the Buyers harmless

against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in

connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection

with the offer or sale of the Securities.

4. COVENANTS.

(a) Best

Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by

it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder

and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b) 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 each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall

reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers 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 Buyers 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 foreign, federal,

state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

Status. Until such date on which the Buyers shall have sold all of the Conversion Shares (the “Reporting Period”),

the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would

no longer require or otherwise permit such termination.

(d) Use

of Proceeds. The Company shall use the net proceeds from the sale of the Notes for general corporate purposes and working capital,

but not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption

or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation, except

in each of the clauses (i), (ii), and (iii), unless necessary to consummate any acquisition, investment, or other strategic transaction

by the Company or its Subsidiaries.

(e) Financial

Information. The Company agrees to send the following to each Buyer during the Reporting Period (i) unless the following are filed

with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof

with the SEC, a copy of its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, any other interim reports or any consolidated

balance sheets, income statements, shareholders’ equity statements and/or cash flow statements for any period other than annual,

any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act,

(ii) unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release

service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any

of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information

made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to

the shareholders.

(f) Listing.

The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion Shares upon

each national securities exchange and automated quotation system, if any, upon which the Common Stock are then listed or designated for

quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation

(as the case may be) of all Conversion Shares from time to time issuable under the terms of the Transaction Documents on such national

securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation

(as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, or the

Nasdaq Global Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall take any

action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company

shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g) Fees.

At the Closing, the Lead Buyer’s (as defined in the Schedule of Buyers) diligence and legal expenses and for all costs and expenses

incurred by the Lead Buyer or its affiliates in connection with the structuring, documentation, negotiation and applicable closing of

the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all legal fees of outside counsel

and disbursements of Sullivan & Worcester LLP and Blank Rome LLP, counsels to the Lead Buyer (as defined in the Schedule of Buyers),

any other fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated

by the Transaction Documents, and all amendments, consents or waivers with respect thereto, and due diligence and regulatory filings

in connection therewith) (the “Transaction Expenses”); provided, however, that the Transaction Expenses due at the

Closing shall not exceed $30,000 in the aggregate, and shall be withheld by the Lead Buyer from its Purchase Price at such applicable

Closing; provided, further, that the Company shall promptly reimburse Sullivan & Worcester LLP and Blank Rome LLP, as applicable,

on demand for all Transaction Expenses applicable thereto in accordance hereto not so reimbursed through such withholding at such applicable

Closing. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent

fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising

out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense

(including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating

to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses

in connection with the sale of the Securities to the Buyers.

(h) Pledge

of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the

Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured

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

no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery

to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided

that a Buyer and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer

or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the

Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(i) Disclosure

of Transactions and Other Material Information.

(i) Disclosure

of Transaction. On or before 9:00 a.m., New York time, on the second (2nd) Business Day after the date of this Agreement, the Company

shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents

in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement

(and all schedules to this Agreement), the form of Note, the form of Security Agreement and the form of Guaranties) (including all attachments,

the “8-K Filing”). From and after the filing of the Initial 8-K Filing, the Company shall have disclosed all material,

non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers,

directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under

any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.

From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided

to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in

connection with the transactions contemplated by the Transaction Documents. Unless otherwise consented to in writing by the Lead Buyer,

no later than August 12, 2026, the Company agrees that it shall disclose all material, non-public information (if any) provided to any

of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not

otherwise disclosed in the 8-K Filing.

(ii) Limitations

on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,

directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its

Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld

in such Buyer’s sole discretion) except as required by applicable law and regulations or pursuant to Section 4(o) hereof. In the

event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants

or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective

officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other

remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a

press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the

prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No

Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees,

affiliates, shareholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information

to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality

with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the

Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions

contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release

and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing

and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each

Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without

the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company

shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement,

release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary

would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular

Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being

understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or

a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries, provided,

however, that each Buyer shall remain subject to applicable securities laws.

(iii) Other

Confidential Information. Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth in this Section

4(i), and without limiting anything set forth in any other Transaction Document, at any time after the Closing Date if the Company, any

of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides any Buyer with material non-public

information relating to the Company or any of its Subsidiaries (each, the “Confidential Information”), the Company

shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information on

a Current Report on Form 8-K or otherwise (each, a “Disclosure”). From and after such Disclosure, the Company shall

have disclosed all Confidential Information provided to such Buyer by the Company or any of its Subsidiaries or any of their respective

officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any

agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates,

employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event

that the Company fails to effect such Disclosure on or prior to the Required Disclosure Date and such Buyer shall have possessed Confidential

Information for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial relief

for the damages to such Buyer by reason of any such delay in, or reduction of, its ability to buy or sell shares of Common Stock after

such Required Disclosure Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company

shall pay to such Buyer an amount in cash equal to the greater of (I) one percent (1.0%) of the aggregate principal amount of Notes purchased

by such Buyer hereunder and (II) the applicable Disclosure Restitution Amount, on each of the following dates (each, a “Disclosure

Delay Payment Date”) on every thirty (30) day anniversary such Disclosure Failure until the earlier of (x) the date such Disclosure

Failure is cured and (y) such time as all such non-public information provided to such Buyer shall cease to be Confidential Information

(as evidenced by a certificate, duly executed by an authorized officer of the Company to the foregoing effect) (such earlier date, as

applicable, a “Disclosure Cure Date”). Following the initial Disclosure Delay Payment for any particular Disclosure

Failure, without limiting the foregoing, if a Disclosure Cure Date occurs prior to any thirty (30) day anniversary of such Disclosure

Failure, then such Disclosure Delay Payment (prorated for such partial month) shall be made on the second (2nd) Business Day after such

Disclosure Cure Date. The payments to which a Buyer shall be entitled pursuant to this Section 4(i)(iii) are referred to herein as “Disclosure

Delay Payments.” In the event the Company fails to make Disclosure Delay Payments in a timely manner in accordance with the

foregoing, such Disclosure Delay Payments shall bear interest at the rate of one and one half percent (1.5%) per month (prorated for

partial months) until paid in full.

(iv) For

the purpose of this Agreement the following definitions shall apply:

(1)

“Disclosure Failure Market Price” means, as of any Disclosure Delay Payment Date, the price computed as the quotient

of (I) the sum of the five (5) highest VWAPs (as defined below) of the Common Stock during the applicable Disclosure Restitution Period

(as defined below), divided by (II) five (5) (such period, the “Disclosure Failure Measuring Period”). All such determinations

to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately

decreases or increases the Common Stock during such Disclosure Failure Measuring Period.

(2) “Disclosure

Restitution Amount” means, as of any Disclosure Delay Payment Date, the product of (x) difference of (I) the Disclosure Failure

Market Price less (II) the lowest purchase price, per share of Common Stock, of any shares of Common Stock issued or issuable to such

Buyer pursuant to this Agreement or any other Transaction Documents, multiplied by (y) 5% of the aggregate daily dollar trading volume

(as reported on the Reporting Service) of the shares of Common Stock on the Principal Market for each Trading Day (as defined below)

either (1) with respect to the initial Disclosure Delay Payment Date, during the period commencing on the applicable Required Disclosure

Date through and including the Trading Day immediately prior to the initial Disclosure Delay Payment Date or (2) with respect to each

other Disclosure Delay Payment Date, during the period commencing the immediately preceding Disclosure Delay Payment Date through and

including the Trading Day immediately prior to such applicable Disclosure Delay Payment Date (such applicable period, the “Disclosure

Restitution Period”).

(3) “Required

Disclosure Date” means (x) if such Buyer authorized the delivery of such Confidential Information, either (I) if the Company

and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential Information,

such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received any Confidential

Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business

Day after such Buyer’s receipt of such Confidential Information.

(4) “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 Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading

market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded,

provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or

market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange

or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during

the hour ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y)

with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock

Exchange (or any successor thereto) is open for trading of securities.

(5) “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 the Reporting Service through its “VAP” function (set to 09:30 start time and 16:00 end time) or

FactSet 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 the Reporting Service, or, if no dollar volume-weighted average price is reported for such security by

the Reporting Service 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. All such determinations shall be appropriately

adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period

(j) Registration

Statements. Until the Applicable Date (as defined below) and at any time thereafter while any registration statement registering

the resale of the Conversion Shares is not effective or the prospectus contained therein is not available for use or any Current Public

Information Failure (as defined in the Notes) exists, the Company shall not file a registration statement or an offering statement under

the 1933 Act relating to securities that are not the Conversion Shares (other than a registration statement on Form S-8 or such supplements

or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely

to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)).

“Applicable Date” means the earlier of (x) the first date on which a registration statement registering the resale

by the Buyers of all the Conversion Shares issuable upon conversion of or otherwise pursuant to the terms of the Notes is declared effective

by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Conversion

Shares issuable upon conversion of or otherwise pursuant to the terms of the Notes then outstanding are eligible to be resold by the

Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which

the Company has cured such Current Public Information Failure).

(k) Additional

Issuance of Securities. During the period commencing on the date hereof and ending on the date no Notes remain outstanding (the “Covenant

Period”), the Company will not, without the prior written consent of the Lead Buyer, issue any Notes (other than to the Buyers

as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under this Agreement

or the Notes. The Company agrees that during the Covenant Period, neither the Company nor any of its Subsidiaries shall directly or indirectly

issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any

option or right to purchase or other disposition of) 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 1933 Act), any Convertible

Securities (as defined below), any debt, any preferred shares or any purchase rights) (any such issuance, offer, sale, grant, disposition

or announcement (whether occurring during the Covenant Period or at any time thereafter) is referred to as a “Subsequent Placement”).

Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of (i) shares of Common Stock or standard

options to purchase shares of Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an

Approved Share Plan (as defined below) or such agreements with such directors, officers or employees of the Company existing as of the

date of this Agreement, provided 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 Buyers; (ii) shares of Common stock issued upon the conversion or exercise of Convertible

Securities (other than standard options to purchase shares of Common Stock issued pursuant to an Approved Share Plan or such agreements

with such directors, officers or employees of the Company existing as of the date of this Agreement that are covered by clause (i) above)

issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such

Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions

of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise

or issuance price of any such Convertible Securities (other than standard options to purchase shares of Common Stock issued pursuant

to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this

Agreement that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase

shares of Common Stock issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the

Company existing as of the date of this Agreement 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 (other than standard options to purchase shares

of Common Stock issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company

existing as of the date of this Agreement that are covered by clause (i) above) are otherwise materially changed in any manner that adversely

affects any of the Buyers; (iii) and the Conversion Shares; (each of the foregoing in clauses (i) through (iii), collectively the “Excluded

Securities”), provided, however, that no issuance of any Excluded Securities (other than issuances pursuant to an Approved

Share Plan) shall be permitted at an effective consideration price per share less than or equal to 110% of the Conversion Price in effect

immediately prior to such issuance. “Approved Share Plan” means any employee benefit plan which has been approved

by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which 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. Notwithstanding anything to the contrary in this Section 4(k), if the Company does not repay any amounts outstanding under the

Note in full on before the Maturity Date (as defined in the Notes) as set forth therein, then beginning ten (10) Business Days following

the Maturity Date, the Company shall be permitted to effect a Subsequent Placement provided that the net proceeds of such Subsequent

Placement are sufficient to pay any such outstanding amounts under the Note in full and such payment is made concurrently with the closing

of such Subsequent Placement.

(l) Reservation

of Shares. During the Covenant Period, the Company shall take all action necessary to at all times have authorized, and reserved

for the purpose of issuance, no less than 200% of the maximum number of shares of Common Stock issuable upon the conversion or otherwise

pursuant to the terms of all the Notes then outstanding (assuming for purposes hereof that (i) the Notes are convertible at the Conversion

Price as of such applicable date of determination, (ii) interest on the Notes shall accrue through the three (3) month anniversary of

the Closing Date and will be added to the principal of the Note and converted into shares of Common Stock at a conversion price equal

to the Conversion Price as of such applicable date of determination, (iii) the Payment Premium (as defined in the Notes) is included

in the principal of the Notes, and (iv) any such conversion shall not take into account any limitations on the conversion of the Notes

set forth in the Notes) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of

shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion,

exercise and/or redemption, as applicable of Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance

is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and

reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional

shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized

shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company

in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet

the Required Reserve Amount.

(m) Conduct

of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation

of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,

in a Material Adverse Effect.

(n) Other

Notes; Variable Securities. During the Covenant Period, the Company and each Subsidiary shall be prohibited from effecting or entering

into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction”

means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,

exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock

at any time after the initial issuance of such Convertible 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 Convertible Securities or upon the occurrence of specified or contingent

events directly or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary

“weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line

of credit or an “at-the-market” offering (an “ATM Offering”)) whereby the Company or any Subsidiary may

sell securities at a future determined price (other than standard and customary “preemptive” or “participation”

rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance,

which remedy shall be in addition to any right to collect damages.

(o) Participation

Right. At any time on or prior to the later of (i) the four (4) month anniversary of the Closing Date, and (ii) the date no Notes

remain outstanding, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless

the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section

4(o) is a right granted by the Company, separately, to each Buyer.

(i) At

least three (3) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written

notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without

limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains

material, non-public information, a statement asking whether the Buyer is willing to accept material non-public information or (B) if

the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes

or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public

information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to

such Subsequent Placement upon its written request. Upon the written request of a Buyer within one (1) Trading Day after the Company’s

delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than

one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of

any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered

Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe

the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to

be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued,

sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s

pro rata portion of 100% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right

to subscribe for under this Section 4(o) shall be (x) based on such Buyer’s pro rata portion of aggregate original principal amount

of the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects

to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such

Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription

Amount”), which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription

Amount.

(ii) To

accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the first (1st) Business

Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s

Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount, the Undersubscription

Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts

subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth an Undersubscription

Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription

Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference between the total

of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Buyer

who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription

Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,

subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires

to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each

Buyer a new Offer Notice and the Offer Period shall expire on the first (1st) Business Day after such Buyer’s receipt of such new

Offer Notice.

(iii) The

Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or

any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)

pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in

the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest

rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer

Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of

the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement,

which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated

therein filed as exhibits thereto.

(iv) In

the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms

specified in Section 4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance

or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than

the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above multiplied by a

fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell

or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior to such reduction) and (ii)

the denominator of which shall be the original amount of the Offered Securities.

(v) Upon

the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company,

and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced

pursuant to Section 4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase by

such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer

of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and

its counsel.

(vi) Any

Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold or exchanged

until they are again offered to such Buyer under the procedures specified in this Agreement.

(vii) The

Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement with

respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)

shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities

of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in

connection with, any agreement previously entered into with the Company or any instrument received from the Company, (y) representation

and warranties of a Buyer in the Subsequent Placement Documents shall not be more restrictive than those of the Buyers in this Agreement

(other than such changes as necessary to comply with applicable law, rules and regulations, the manner of sale of such security in such

Subsequent Placement and/or the type of such security to be sold in such Subsequent Placement) and (z) any registration rights set forth

in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in this Agreement.

(viii) Notwithstanding

anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing

to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention

to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public

information, by the tenth (10th) Business Day following delivery of the Offer Notice. If by such tenth (10th) Business

Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment

of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not

be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide

to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and

such Buyer will again have the right of participation set forth in this Section 4(o). The Company shall not be permitted to deliver more

than one such Offer Notice to such Buyer in any thirty (30) day period, except as expressly contemplated by the last sentence of Section

4(o)(ii), and unless the Company abandons the Subsequent Placement.

(ix) The

restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The Company shall

not circumvent the provisions of this Section 4(o) by providing terms or conditions to one Buyer that are not provided to all.

(p) Dilutive

Issuances. During the Covenant Period, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined

below) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes any shares

of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching

the Company’s obligations under the rules or regulations of the Principal Market. “Dilutive Issuance” means

any time the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or is deemed to have granted, issued

or sold, any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account

of the Company) for a consideration per share less than a price equal to the Conversion Price in effect immediately prior to such granting,

issuance or sale or deemed granting, issuance or sale.

(q) Passive

Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective

businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within

the meaning of Section 1297 of the Code.

(r) Restriction

on Redemption and Cash Dividends. During the Covenant Period, the Company shall not, directly or indirectly, redeem, or declare or

pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Lead Buyer.

(s) Corporate

Existence. During the Covenant Period, the Company shall not be party to any Fundamental Transaction (as defined in the Notes) unless

the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes.

(t) [Reserved.]

(u) Conversion

Procedures. The form of Conversion Notice included in the Notes set forth the totality of the procedures required of the Buyers in

order to convert the Notes. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall

be required of the Buyers to convert their Notes. The Company shall honor conversions of the Notes and shall deliver the Conversion Shares

in accordance with the terms, conditions and time periods set forth in the Notes.

(v) [Reserved.]

(w)

Collateral Agent. Each Buyer hereby (i) appoints [●], as the collateral agent hereunder and under the other Security

Documents (in such capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers,

directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The

Collateral Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any

Buyer. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall have any liability to any Buyer for

any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross

negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all

of its officers, directors, employees and agents (collectively, the “Collateral Agent Indemnitees”) from and against

any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation,

reasonable attorneys’ fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential,

arising from or in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent

pursuant hereto or any of the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action,

but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the

instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral

Agent shall not be required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent

to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be

entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it

in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining

to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by

it.

(x) Successor

Collateral Agent.

(i) The

Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents

at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such resignation

shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below or as otherwise

provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000 in aggregate

principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions and duties

hereunder and under the other Transaction Documents.

(ii) Upon

any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any

appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become

vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from

its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or

removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions taken or

omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Documents.

(iii) If

a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation

or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time,

if any, as the Required Holders appoint a successor collateral agent as provided above.

(iv) In

the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer or an affiliate

of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that they or it wants

to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each Subsidiary thereof covenants

and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent (or its successor), as applicable,

from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies), in their sole discretion, including,

without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral Agent, by having the Company

and each Subsidiary thereof agree to indemnify any successor Collateral Agent pursuant to reasonable and customary terms and by each

of the Company and each Subsidiary thereof executing a collateral agency agreement or similar agreement and/or any amendment to the Security

Documents reasonably requested or required by the successor Collateral Agent.

(y) Regulation

M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the

Securities contemplated hereby.

(z) General

Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf

of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation

or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published

in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have

been invited by any general solicitation or general advertising.

(aa) Integration.

None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company

or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in

the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities

under the 1933 Act or require shareholder approval under the rules and regulations of the Principal Market and the Company will take

all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the

1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(bb)

Notice of Disqualification Events. The Company will notify the Buyers 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, become a Disqualification Event

relating to any Issuer Covered Person.

(cc)

Subsidiary Guarantee. During the Covenant Period, upon any entity becoming a direct, or indirect, Subsidiary of the Company, the

Company shall cause each such Subsidiary to become party to the Guaranty by executing a joinder to the Guaranty reasonably satisfactory

in form and substance to the Required Holders.

(dd)

No Net Short Position. Each Buyer hereby agrees solely with the Company, severally and not jointly, and not with any other Buyer,

for so long as such Buyer owns any Notes, such Buyer shall not maintain a Short Position (as defined below). For purposes hereof, a “Short

Position” by a person means a position whereby such person has executed one or more sales of shares of Common Stock that is marked

as a short sale (but not including any sale marked “short exempt”)); provided, that, for purposes of such calculations, any

short sales either (x) consummated at a price greater than or equal to (A) the Conversion Price, (y) that is a result of a bona-fide

trading error on behalf of such Buyer (or its affiliates) or (z) that would otherwise be marked as a “long” sale, but for

the occurrence of a Conversion Failure (as defined in the Notes), an Equity Conditions Failure (as defined in the Notes) and/or any other

breach by the Company (or its affiliates or agents, including, without limitation, the Transfer Agent) of any Transaction Document, in

each case, shall be excluded from such definition.

(ee)

Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause

to be delivered, to each Buyer and Sullivan & Worcester LLP a complete closing set of the executed Transaction Documents, Securities

and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.

5. REGISTER;

TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register.

The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice

to each holder of Securities), a register for the Notes in which the Company shall record the name and address of the Person in whose

name the Notes have been issued (including the name and address of each transferee) and the number of Conversion Shares issuable pursuant

to the terms of the Notes. The Company shall cause the Transfer Agent to keep the register open and available at all times during business

hours for inspection of any Buyer or its legal representatives.

(b) Transfer

Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as

applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent

Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),

registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to

time by each Buyer to the Company upon conversion of or payment of interest under the Notes. The Company represents and warrants that

no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions

to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the

Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this

Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with

Section 2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates

or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect

such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned or transferred

pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer,

assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges

that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the

remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened

breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies,

to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing

economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred

to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on the effective date of a registration statement

registering the resale of the Conversion Shares by the Buyers. Any fees (with respect to the transfer agent, counsel to the Company or

otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the

Company.

Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to an exemption

from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities

shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following

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

[NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES

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

(d) Removal

of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any

other legend (i) while a registration statement covering the resale of such Securities is effective under the 1933 Act, (ii) following

any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities

are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides the Company with reasonable assurances

that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of Buyer’s

counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides

the Company with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer

of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required

under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements

issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than one (1) Trading Day (or such

earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated

on the date such Buyer delivers such legended certificate representing such Securities to the Company) following the delivery by a Buyer

to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or

with share powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable),

together with any other deliveries from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either:

(A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”)

and such Securities are Conversion Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled

to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the

Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate

representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee

(the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s designee

with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the “Required

Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend to such Buyer or

such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall be responsible

for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any

Securities in accordance herewith.

(e) Failure

to Timely Deliver; Buy-In. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered)

to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate

for the number of Conversion Shares to which such Buyer is entitled and register such Conversion Shares on the Company’s share

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

with DTC for such number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if a

registration statement covering the resale of the Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d)

above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails

to promptly, (x) so notify such Buyer and (y) deliver the Conversion Shares, electronically without any restrictive legend by crediting

such aggregate number of Conversion Shares submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’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 “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company shall

pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product

of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which

such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during

the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares and ending on the applicable

Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not

participating in FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock

on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer or

such Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by such

Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day such Buyer purchases

(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common

Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Company

(a “Buy-In”), then the Company shall, within one (1) Trading Days after such Buyer’s request and in such Buyer’s

discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions

and other out-of-pocket expenses, if any, for the shares of Common Stock so purchased) (the “Buy-In Price”), at which

point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and

such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit

the balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock that would

have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to

the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares that the Company was required

to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined below) of the shares

of Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable

Conversion Shares and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’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) as required pursuant to the terms hereof. Notwithstanding anything

herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable

Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery

Failure, as applicable, pursuant to the analogous sections of the Notes. “Closing Sale Price” and “Closing

Bid 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 the Reporting Service, 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 p.m., New York time, as reported by the Reporting Service, 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 the Reporting Service, 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 the Reporting Service, or, if no closing

bid price or last trade price, respectively, is reported for such security by the Reporting Service, 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.

(f) FAST

Compliance. While any Notes remain outstanding, the Company shall maintain a transfer agent that participates in FAST.

6. CONDITIONS

TO THE COMPANY’S OBLIGATION TO SELL.

(a) The

obligation of the Company hereunder to issue and sell the Notes to each Buyer at the Closing is subject to the satisfaction, at or before

the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may

be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i) Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii) Such

Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld

pursuant to Section 4(g)) for the Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds

in accordance with the Flow of Funds Letter (as defined below).

(iii) The

representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the

Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which

shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects

with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at

or prior to the Closing Date.

7. CONDITIONS

TO EACH BUYER’S OBLIGATION TO PURCHASE.

(a) The

obligation of each Buyer hereunder to purchase its Notes at the Closing is subject to the satisfaction, at or before the Closing Date,

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

Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i) The

Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents

to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note in such original principal amount

as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers as being purchased by such Buyer at the Closing

pursuant to this Agreement.

(ii) Such

Buyer shall have received the legal opinion of Sichenzia Ross Ference Carmel LLP, counsel to the Company, dated as of the Closing Date,

in the form acceptable to such Buyer.

(iii) The

Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,

which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

(iv) The

Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries

in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of

formation as of a date within ten (10) days of the Closing Date.

(v) The

Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as

a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company

and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date.

(vi) The

Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State

of the State of Delaware within ten (10) days of the Closing Date.

(vii) Each

Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation (or such equivalent organizational

document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within

ten (10) days of the Closing Date.

(viii) The

Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary

or the Chief Financial Officer of the Company and each Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent

with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to

such Buyer, (ii) the Certificate of Incorporation and the organizational documents of each Subsidiary and (iii) the bylaws (or equivalent

governing document) of each Subsidiary, each as in effect at the Closing.

(ix) Each

and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and

as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific

date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material

respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior

to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated

as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form

acceptable to such Buyer.

(x) The

Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common

Stock outstanding on the Closing Date immediately prior to the Closing.

(xi) The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as otherwise disclosed

in the SEC Documents with respect to the Principal Market, shall not have been suspended, as of the Closing Date, by the SEC or the Principal

Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing

Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal

Market.

(xii) The

Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the

Securities, including without limitation, those required by the Principal Market, if any.

(xiii) No

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

any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by

the Transaction Documents.

(xiv) Since

the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material

Adverse Effect.

(xv) The

Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares.

(xvi) In

accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates

(if any) (I) representing the Subsidiaries’ shares of share capital to the extent such subsidiary is a corporation or otherwise

has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder,

in each case, accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate

financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral

Agent, desirable to perfect the security interests purported to be created by each Security Document (the “Perfection Certificate”).

(xvii) Within

two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral

Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name

as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion

of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security Agreement,

together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall

cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment Lien filed

against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the Buyers,

shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries,

in form and substance satisfactory to the Buyers.

(xviii) The

Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with

any the original share certificates representing all of the equity interests and all promissory notes required to be pledged thereunder,

accompanied by undated share powers and allonges executed in blank and other proper instruments of transfer.

(xix) Such

Buyer shall have received a letter on the letterhead of the Company (the “Flow of Funds Letter”) duly executed by

the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer

instructions of the Company.

(xx) The

Company shall have delivered to such Buyers (or made available through the EDGAR system) the audited financial statements of the Company

and its Subsidiaries for the fiscal year ended December 31, 2025.

(xxi) The

Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions

contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8. TERMINATION.

the event that the Closing shall not have occurred with respect to a Buyer within two (2) days of the date hereof, then such Buyer shall

have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business

on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this

Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated

by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes

shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation

of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this

Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement

or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations

under this Agreement or the other Transaction Documents.

9. MISCELLANEOUS.

(a) Governing

Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement

shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction

Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to

such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other

legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce

a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES

NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH

OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b) Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature

page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)

with the same force and effect as if such signature page were an original thereof.

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

of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,

neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words

of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in

which they are found.

(d) Severability;

Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable

by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended

to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall

not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express,

without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity

or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations

of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor

in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of

which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary

contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable),

it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the

case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts

that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly,

if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially

determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made

by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive

effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment

shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other

amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For

greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such

Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another

applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e) Entire

Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto

and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company,

its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with

respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction

Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire

understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this

Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered

into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect

to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the

Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior

to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from

the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force

and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,

covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision

of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below),

and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on

all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies

to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such

Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion); and provided further that

the provisions of Sections 4(w) and 4(x) above cannot be amended or waived without the additional prior written approval of the Collateral

Agent or its successor. Notwithstanding anything in any Transaction Document to the contrary, no waiver shall be effective unless it

is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision

of this Agreement or any other Transaction Document, and any waiver of any provision of this Agreement or any other Transaction Document

made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable,

provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then

outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s

prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than reimbursement

of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the

Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, all holders of

the Notes. From the date hereof and while any Notes are outstanding, the Company shall not be permitted to receive any consideration

from a Buyer or a holder of Notes that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly,

induce the Company or any Subsidiary (i) to treat such Buyer or holder of Notes in a manner that is more favorable than to other similarly

situated Buyers or holders of Notes, or (ii) to treat any Buyer(s) or holder(s) of Notes in a manner that is less favorable than the

Buyer or holder of Notes that is paying such consideration; provided, however, that the determination of whether a Buyer has been treated

more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer. The Company has

not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated

by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that,

except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing

to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly

acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any

of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception

to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and (y) unless

a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the

SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify

or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement

or any other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each Buyer entitled to

purchase Notes at the Closing and (II) on or after the Closing Date, holders of a majority of the Conversion Shares issuable upon conversion

of or otherwise pursuant to the terms of the Notes outstanding as of such time (excluding any Conversion Shares held by the Company or

any of its Subsidiaries as of such time) (or the Buyers, with respect to any waiver or amendment of Section 4(o)); provided, that such

majority must include the Lead Buyer.

(f) Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party

does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to

such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each

case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

to the Company:

[***]

With

a copy (for informational purposes only) to:

[***]

to the Transfer Agent:

[***]

to a Buyer, to its mailing address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives

as set forth on the Schedule of Buyers,

with

a copy (for informational purposes only) to:

[***]

to such other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified

by written notice given to each other party five (5) days prior to the effectiveness of such change, provided that Sullivan & Worcester

LLP shall only be provided copies of notices sent to the Lead Buyer. Written confirmation of receipt (A) given by the recipient of such

notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing

the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal

service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,

including any purchasers of any of the Notes. The Company shall not assign this Agreement or any rights or obligations hereunder without

the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction (unless the Company

is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may assign some or

all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event

such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h) No

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors

and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees

referred to in Section 9(k).

(i) Survival.

The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own

representations, warranties, agreements and covenants hereunder.

(j) Further

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

and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to

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

(k) Indemnification.

In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and

in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify

and hold harmless each Buyer and each holder of any Securities and all of their shareholders, partners, members, officers, directors,

employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses

in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is

sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred

by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty

made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of

the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought

or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or

any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance

or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly,

with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D)

the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by

the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any

action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable

for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities

which is permissible under applicable law.

(l) Construction.

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

of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability

of a more general representation or warranty. Each and every reference to share prices, Common Stock and any other numbers in this Agreement

that relate to the Common Stock shall be automatically adjusted for any share splits, share dividends, share combinations, recapitalizations

or other similar transactions that occur with respect to the shares of Common Stock after the date of this Agreement.

(m) Remedies.

Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all

rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time

under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under

any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to

recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,

the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such

Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the

Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent

injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual

damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall

be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in

equity (including a decree of specific performance and/or other injunctive relief).

(n) Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents,

whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does

not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole

discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand

or election in whole or in part without prejudice to its future actions and rights.

(o) Payment

Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the

other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments

or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,

set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver

or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable

cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall

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

Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United

States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall

be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount

in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount

of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street

Journal on the relevant date of calculation.

(p) Judgment

Currency.

(i) If

for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document

in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this

Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the conversion

shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:

(1) the

date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction

that will give effect to such conversion being made on such date: or

(2) the

date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which

such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion Date”).

(ii) If

in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a 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.

(iii) Any

amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained

for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q) Independent

Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not

joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of

any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by

any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not

so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the

Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such

obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions

contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has

been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer

in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection

with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company

and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the

transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect

and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents,

and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company,

not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because

it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement

and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its

Subsidiaries and the Buyers collectively and not between and among the Buyers.

[Signature

pages follow]

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as

of the date first written above.

COMPANY:

NEXTNRG,

INC.

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as

of the date first written above.

BUYER:

[***]

SCHEDULE

OF BUYERS

[***]

EXHIBIT

FORM

OF NOTE

(See

attached)

EXHIBIT

FORM

OF SECURITY AGREEMENT

(See

attached)

EXHIBIT

FORM

OF GUARANTY

(See

attached)

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

Certain

information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and

(ii) is the type of information the registrant treats as private or confidential. Information that has been so redacted from this exhibit

has been marked with “[***]” to indicate the omission.

SECURITY

AND PLEDGE AGREEMENT

SECURITY

AND PLEDGE AGREEMENT, dated as of July 24, 2026 (this “Agreement”), made by NextNRG Inc., a Delaware corporation

with offices located at 407 Lincoln Rd. #9F, Miami Beach, Florida 33139 (the “Company”), and each of the undersigned

direct and indirect Subsidiaries (as defined below) of the Company from time to time, if any (each a “Grantor” and

together with the Company, collectively, the “Grantors”), in favor of [●], with offices located at One

Penn, 1 Pennsylvania Plaza, Suite 4810, New York, New York 10119, in its capacity as collateral agent (together with its successors and

assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities

Purchase Agreement (as defined below).

I T N E S S E T H:

WHEREAS,

the Company is party to that certain Securities Purchase Agreement, dated as of July 24, 2026, (as amended, modified, supplemented, extended,

renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”)

by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer”

and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase

or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented,

extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);

WHEREAS,

certain Grantors (other than the Company) from time to time (each a “Guarantor” and collectively, the “Guarantors”)

may execute and deliver one or more guarantees (each, a “Guaranty” and collectively, the “Guaranties”)

in form and substance acceptable to and in favor of the Collateral Agent, for the ratable benefit of itself and the Noteholders, with

respect to the Company’s obligations under the Securities Purchase Agreement, the Notes and the other Transaction Documents (as

defined in the Securities Purchase Agreement);

WHEREAS,

it is a condition precedent to the Buyers’ obligation to purchase certain Notes that the Grantors shall have executed and delivered

to the Collateral Agent this Agreement providing for the grant to the Collateral Agent, for the ratable benefit of itself and the Noteholders,

of a valid, enforceable, and perfected security interest in all personal property of each Grantor to secure all of the Company’s

obligations under the Transaction Documents and the Guarantors’ obligations under the Guaranties, as applicable; and

WHEREAS,

the Grantors are Affiliates that are part of a common enterprise such that each Grantor will derive substantial direct and indirect financial

and other benefits from the consummation of the transactions contemplated under the Transaction Documents and, accordingly, the consummation

of such transactions are in the best interests of each Grantor;

NOW,

THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities

Purchase Agreement, each Grantor agrees with the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders,

as follows:

SECTION

1. Definitions.

(a) Reference

is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof. All terms used in this Agreement

and the recitals hereto which are defined in the Securities Purchase Agreement, the Notes or in the Code, and which are not otherwise

defined herein shall have the same meanings herein as set forth therein; provided that terms used herein which are defined in the Code

on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of the Code.

(b) Without

limiting the generality of, and subject to the proviso at the end of, Section 1(a) of this Agreement, the following terms shall

have the respective meanings provided for in the Code: “Accounts”, “Account Debtor”, “Cash Proceeds”,

“Certificate of Title”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”,

“Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”,

“Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment

Property”, “Letter-of-Credit Rights”, “Noncash Proceeds”, “Payment Intangibles”, “Proceeds”,

“Promissory Notes”, “Security”, “Record”, “Security Account”, “Software”,

“Supporting Obligations” and “Uncertificated Securities”.

used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally

to both the singular and plural forms of such terms:

“Affiliate”

of any Person means any other Person which, directly or indirectly, controls or is controlled by or is under common control with such

Person and any officer or director of such Person. Without limiting the generality of the foregoing, a Person shall be deemed to be “controlled

by” any other Person if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully

diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the

management and policies of such Person, whether by contract or otherwise.

“Bankruptcy

Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy,

insolvency or similar laws).

“Bankruptcy

Event of Default” shall have the meaning set forth in the Note.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required

by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law

to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other

similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Authority so long

as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open

for use by customers on such day.

“Buyer”

or “Buyers” shall have the meaning set forth in the recitals hereto.

“Capital

Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents

(however designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other

securities exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is

not an individual or a corporation, any and all partnership, membership, trust or other equity interests of such Person.

“Closing

Date” means the date the Company issues the Notes pursuant to the terms of the Securities Purchase Agreement.

“Code”

means Articles 8 or 9 of the Uniform Commercial Code as in effect from time to time in the State of Delaware; provided that, if

perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the

Uniform Commercial Code as in effect in a jurisdiction other than the State of Delaware, “Code” means the Uniform Commercial

Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect

of perfection or non-perfection or priority.

“Collateral”

shall have the meaning set forth in Section 3(a) of this Agreement; provided that Collateral shall not include any Excluded

Collateral.

“Collateral

Agent” shall have the meaning set forth in the preamble hereto.

“Company”

shall have the meaning set forth in the preamble hereto.

“Controlled

Account Agreement” means a deposit account control agreement or securities account control agreement with respect to a Pledged

Account, pursuant to which the Collateral Agent is granted control over such Pledged Account in a manner that perfects its security interest

in such Pledged Account under applicable law, all in form and substance satisfactory to the Collateral Agent, as the same may be amended,

modified, supplemented, extended, renewed, restated or replaced from time to time.

“Controlled

Account Bank” shall have the meaning set forth in Section 6(i) of this Agreement.

“Controlled

Accounts” means the Deposit Accounts, Commodity Accounts, Securities Accounts, and/or Foreign Currency Controlled Account of

the Grantors listed on Schedule IV attached hereto.

“Copyright

Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor

and providing for the grant of any right to use or sell any works covered by any Copyright (including, without limitation, all Copyright

Licenses set forth in Schedule II hereto).

“Copyrights”

means all domestic and foreign copyrights, whether registered or not, including, without limitation, all copyright rights throughout

the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works

of authorship fixed in any tangible medium of expression, acquired or used by any Grantor (including, without limitation, all copyrights

described in Schedule II hereto), all applications, registrations and recordings thereof (including, without limitation, applications,

registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other

country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals

thereof.

“Domestic

Subsidiary” means any Subsidiary other than a Foreign Subsidiary.

“Event

of Default” shall have the meaning set forth in Section 4(a) of the Notes.

“Excluded

Collateral” means the specific items of Excluded Collateral set forth on Schedule VIII hereto. Notwithstanding the foregoing,

Excluded Collateral shall not include any Proceeds, substitutions or replacements of Excluded Collateral (unless such Proceeds, substitutions

or replacements would independently constitute Excluded Collateral).

“Foreign

Currency Controlled Accounts” means any Controlled Account of a Grantor or any of its Subsidiaries holding a deposit denominated

in a currency other than United States dollar.

“Foreign

Subsidiary” means any Subsidiary of a Grantor organized under the laws of a jurisdiction other than the United States, any

of the states thereof, Puerto Rico or the District of Columbia.

“GAAP”

means U.S. generally accepted accounting principles consistently applied.

“Governmental

Authority” means any nation or government, any Federal, state, city, town, municipality, county, local, foreign or other political

subdivision thereof or thereto and any department, commission, board, bureau, court, tribunal, instrumentality, agency or other entity

exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guaranteed

Obligations” shall have the meaning set forth in each Guaranty.

“Guarantor”

or “Guarantors” shall have the meaning set forth in the recitals hereto.

“Guaranty”

or “Guaranties” shall have the meaning set forth in the recitals hereto.

“Immaterial

Subsidiary” means as of any date of determination, each Subsidiary of a Debtor (a) whose total revenue as of the most recently

ended fiscal quarter (when taken together with the total revenue of all Immaterial Subsidiaries over such fiscal quarter) less than 5%

of the consolidated gross revenues of the Debtors for such period, in each case determined in accordance with GAAP, (b) whose total assets

as of such date of determination, (when taken together with the total assets of all Immaterial Subsidiaries) is less than $500,000 and

(c) who does not receive cash or other property (other than equity interests in such Subsidiary) from the Company or any other Subsidiary

that is a Grantor.

“Insolvency

Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any

other bankruptcy or insolvency law or law for the relief of debtors, any proceeding relating to assignments for the benefit of creditors,

formal or informal moratoria, compositions, or extensions generally with creditors, or any proceeding seeking reorganization, arrangement,

or other similar relief.

“Intellectual

Property” means, collectively, all intellectual property rights and assets, and all rights, interests and protections that

are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, under the applicable laws of

any jurisdiction throughout the world, whether registered or unregistered, including, without limitation, any and all: (a) Trademarks;

(b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental

Authority, web addresses, web pages, websites and related content; (c) accounts with YouTube, LinkedIn, Twitter, Instagram, Facebook

and other social media companies and the content found thereon (to the extent that such accounts and content are transferable pursuant

to the terms, conditions, and policies of each applicable social media platform); (d) Copyrights; (e) Patents; and (f) business and technical

information, databases, data collections and other confidential and proprietary information and all rights therein.

“Intellectual

Property Security Agreement” means the Intellectual Property Security Agreement required to be delivered pursuant to Section

6(h)(i) of this Agreement, substantially in the form attached hereto as Exhibit A.

“Licenses”

means, collectively, the Copyright Licenses, the Trademark Licenses and the Patent Licenses.

“Lien”

means any mortgage, lien, pledge, charge, security interest, adverse claim or other encumbrance upon or in any property or assets.

“Noteholders”

means, at any time, the holders of the Notes at such time.

“Notes”

shall have the meaning set forth in the recitals hereto.

“Obligations”

shall have the meaning set forth in Section 4 of this Agreement.

“Paid

in Full” or “Payment in Full” means the latest to occur of the following: (a) the indefeasible payment in

full in cash of all of the Obligations and (b) no principal amount in respect of any Notes issued by the Grantors pursuant to the Securities

Purchase Agreement remains outstanding (whether such Notes have been converted or exchanged in full or otherwise satisfied in accordance

with the terms of the Securities Purchase Agreement).

“Patent

Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensee or licensor

and providing for the grant of any right to manufacture, use or sell any invention covered by any Patent (including, without limitation,

all Patent Licenses set forth in Schedule II hereto).

“Patents”

means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas,

concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general

intangibles of like nature, now existing or hereafter acquired (including, without limitation, all domestic and foreign letters patent,

design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary

information, technology, know-how and formulae described in Schedule II hereto), all applications, registrations and recordings

thereof (including, without limitation, applications, registrations and recordings in the United States Patent and Trademark Office,

or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues,

reexaminations, divisions, continuations, continuations in part and extensions or renewals thereof.

“Perfection

Requirement” or “Perfection Requirements” shall have the meaning set forth in Section 5(j) of this

Agreement.

“Permitted

Liens” shall have the meaning set forth in the Notes.

“Person”

means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,

joint venture or other enterprise or entity or Governmental Authority.

“Pledged

Accounts” means all of each Grantor’s right, title and interest in all of its Deposit Accounts, Commodity Accounts and

Securities Accounts (in all cases, including, without limitation, all Controlled Accounts and Foreign Currency Controlled Accounts).

“Pledged

Collateral” shall have the meaning set forth in Section 2(a).

“Pledged

Debt” shall have the meaning set forth in Section 2(a).

“Pledged

Entity” means, each Person listed from time to time on Schedule IV hereto as a “Pledged Entity,” together

with each other Person, any right in or interest in or to all or a portion of whose Securities or Capital Stock is acquired or otherwise

owned by a Grantor on or after the date hereof.

“Pledged

Equity” means all of each Grantor’s right, title and interest in and to all of the Securities and Capital Stock now or

hereafter owned by such Grantor (including, without limitation, those interests listed opposite the name of such Grantor on Schedule

IV), regardless of class or designation, including all substitutions therefor and replacements thereof, all proceeds thereof and

all rights relating thereto, also including, without limitation, any certificates representing such Securities and/or Capital Stock,

the right to receive any certificates representing any of such Securities and/or Capital Stock, all warrants, options, subscription,

share appreciation rights and other rights, contractual or otherwise, in respect thereof, and the right to receive dividends, distributions

of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments,

and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution

of, on account of, or in exchange for any or all of the foregoing.

“Pledged

Operating Agreements” means all of each Grantor’s rights, powers and remedies under the limited liability company operating

agreements of each of the Pledged Entities that is a limited liability company, as may be amended, modified, supplemented, extended,

renewed, restated or replaced from time to time.

“Pledged

Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the general or limited partnership

agreements of each of the Pledged Entities that is a general or limited partnership, as may be amended, modified, supplemented, extended,

renewed, restated or replaced from time to time.

“Pledged

Securities” means any Promissory Notes, stock certificates, limited liability membership interests or other Securities, certificates

or Instruments now or hereafter included in the Pledged Collateral, including all Pledged Equity, Pledged Debt and all other certificates,

instruments or other documents representing or evidencing any Pledged Collateral.

“Securities

Purchase Agreement” shall have the meaning set forth in the recitals hereto.

“Subsidiary”

means any Person in which a Grantor directly or indirectly, (i) owns any of the outstanding Capital Stock or holds any equity or similar

interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and

all of the foregoing, collectively, “Subsidiaries”.

“Trademark

Licenses” means all licenses, contracts or other agreements, whether written or oral, naming any Grantor as licensor or licensee

and providing for the grant of any right concerning any Trademark, together with any goodwill connected with and symbolized by any such

licenses, contracts or agreements and the right to prepare for sale or lease and sell or lease any and all Inventory now or hereafter

owned by any Grantor and now or hereafter covered by such licenses, contracts or agreements (including, without limitation, all Trademark

Licenses described in Schedule II hereto).

“Trademarks”

means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s,

assumed names, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles

of like nature, now or hereafter owned, adopted, acquired or used by any Grantor (including, without limitation, all domestic and foreign

trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, assumed names, Internet

domain names, trade styles, designs, logos and other source or business identifiers described in Schedule II hereto), all applications,

registrations and recordings thereof (including, without limitation, applications, registrations and recordings in the United States

Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political

subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such

marks and all customer lists, formulae and other Records of any Grantor relating to the distribution of products and services in connection

with which any of such marks are used.

SECTION

2. Pledge of Pledged Collateral.

(a) As

collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby

assigns and pledges to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors

and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest

in, all of such Grantor’s right, title and interest in, to and under all of the following, wherever located and whether now or

hereafter existing and whether now owned or hereafter acquired: (i) the Pledged Equity; (ii) all Promissory Notes, Securities and Instruments

evidencing debt now owned or at any time hereafter acquired by it (including, without limitation, those listed opposite the name of such

Grantor on Schedule IV) (collectively, the “Pledged Debt”); (iii) subject to Section 2(g) and 2(h),

all payments of principal or interest, dividends, distributions, cash, Promissory Notes, Securities, Instruments and other property from

time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds

received in respect of, the Pledged Equity and the Pledged Debt; (iv) all rights and privileges of such Grantor with respect to the Securities

and other property referred to in clauses (i), (ii), and (iii) above; and (v) all Proceeds of, and Security Entitlements in respect of,

any of the foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged

Collateral”); provided that the Pledged Collateral shall not include any item referred to in clauses (i) through (v) above

if, for so long as and to the extent such item constitutes Excluded Collateral.

(b) On

the Closing Date (in the case of any Grantor that grants a Lien on any of its assets hereunder on the Closing Date) and the date on which

it becomes a party to this Agreement pursuant to Section 6(m) (in the case of any other Grantor), each Grantor shall deliver or

cause to be delivered to the Collateral Agent any and all Pledged Securities (other than any Uncertificated Securities, but only for

so long as such Securities remain uncertificated) to the extent such Pledged Securities, in the case of Promissory Notes and other Instruments

evidencing debt, are required to be delivered pursuant to Section 2(c). Thereafter, whenever such Grantor acquires any other Pledged

Security (other than any Uncertificated Securities, but only for so long as such Uncertificated Securities remain uncertificated), such

Grantor shall promptly, and in any event within 30 days (or such longer period as the Collateral Agent may agree to in writing), deliver

or cause to be delivered to the Collateral Agent such Pledged Security as Collateral hereunder to the extent such Pledged Securities,

in the case of Promissory Notes and Instruments evidencing debt, are required to be delivered pursuant to Section 2(c).

Grantor will cause all debt for borrowed money in an aggregate principal amount of $50,000 or more owed to such Grantor by any other

Person to be evidenced by a duly executed Promissory Note, and shall cause each such Promissory Note to be pledged and delivered to the

Collateral Agent, (i) on the date hereof, in the case of any such debt existing on the date hereof (or, in the case of any Grantor that

becomes a party hereto after the date hereof, on the date such Grantor becomes a party hereto, in the case of any such debt existing

on such date) or (ii) promptly following the incurrence thereof, in the case of any such debt incurred after the date hereof (or such

other date), in each case pursuant to the terms hereof.

(d) Upon

delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2(b) and/or 2(c)

shall be accompanied by undated stock or note powers duly executed by the applicable Grantor in blank or other instruments of transfer

reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request

in order to effect the transfer of such Pledged Securities and (ii) all other property comprising part of the Pledged Collateral required

to be delivered pursuant to Section 2(b) and/or 2(c) shall be accompanied by undated proper instruments of assignment duly

executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request in order to

effect transfer of such Pledged Collateral. Each delivery of Pledged Securities or other Pledged Collateral shall be accompanied by a

schedule describing such Pledged Securities or Pledged Collateral, as the case may be, which schedule shall be deemed to supplement Schedule

IV and be made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge

of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

(e) The

assignment, pledge, Lien and security interest granted in Section 2(a) are granted as security only and shall not subject the

Collateral Agent or any Noteholder to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising

out of the Pledged Collateral.

(f) If

an Event of Default shall occur and be continuing and, other than in the case of an Event of Default caused by a Bankruptcy Event, the

Collateral Agent shall have notified the Grantors of its intent to exercise such rights, (a) the Collateral Agent, shall have the right

(in its sole and absolute discretion) to cause each of the Pledged Securities to be transferred of record into the name of the Collateral

Agent or into the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank

or in favor of the Collateral Agent and (b) to the extent permitted by the documentation governing such Pledged Securities and applicable

law, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller

or larger denominations for any purpose consistent with this Agreement. Each Grantor will promptly give to the Collateral Agent copies

of any material notices received by it with respect to Pledged Securities registered in the name of such Grantor. Each Grantor will take

any and all actions reasonably requested by the Collateral Agent to facilitate compliance with this Section 2(f).

(g) Unless

and until an Event of Default shall have occurred and be continuing and, other than in the case of an Event of Default caused by a Bankruptcy

Event, the Collateral Agent shall have notified the Grantors that the rights of the Grantors under this Section 2(g) are being

suspended:

(i) Each

Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral

or any part thereof for any purpose consistent with the terms of this Agreement and the other Transaction Documents.

(ii) The

Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such

proxies, powers of attorney and other instruments as such Grantor may reasonably request in writing for the purpose of enabling such

Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to Section 2(g)(i), in

each case as shall be specified in such request.

(iii) Each

Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed

in respect of the Pledged Collateral, to the extent (and only to the extent) that such dividends, interest, principal and other distributions

are permitted by, the other Transaction Documents and applicable laws; provided that any noncash dividends, interest, principal

or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification

of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part

thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such

issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held

in trust for the benefit of the Collateral Agent and shall, to the extent required by Section 2(b) and/or 2(c) be forthwith

delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or documents set forth in Section

2(d) or as otherwise reasonably requested by the Collateral Agent). So long as no Event of Default has occurred and is continuing,

the Collateral Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to

the issuer thereof in connection with any exchange or redemption of such Pledged Securities.

(h) Upon

the occurrence and during the continuance of an Event of Default and, other than in the case of an Event of Default caused by a Bankruptcy

Event, after the Collateral Agent shall have notified the Grantors of the suspension of the rights of the Grantors under Section 2(g)(iii),

all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant

to Section 2(g)(iii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have

the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions as part of

the Pledged Collateral, subject to Section 2(k) and the last sentence of this Section 2(h). All dividends, interest, principal

or other distributions received by any Grantor contrary to the provisions of Section 2(g) or this Section 2(h) shall be

held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent upon demand in the same

form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property

paid over to or received by the Collateral Agent pursuant to the provisions of Section 2(g) and/or this Section 2(h) shall

be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property,

shall be held as security for the payment and performance of the Obligations and shall be applied in accordance with the provisions of

Section 8. After all Events of Default have been waived, and the Grantors have delivered to the Collateral Agent a certificate

of an executive officer to such effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest,

principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of Section 2(g)(iii)

in the absence of an Event of Default and that remain in such account.

(i) Upon

the occurrence and during the continuance of an Event of Default and, other than in the case of an Event of Default caused by a Bankruptcy

Event, after the Collateral Agent shall have notified the Grantors of the suspension of the rights of the Grantors under Section 2(g)(i),

all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 2(g)(i),

and the obligations of the Collateral Agent under Section 2(g)(ii), shall cease, and all such rights shall thereupon become vested

in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and

powers subject to Section 2(k) and the last sentence of this Section 2(i); provided that, the Collateral Agent shall

have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such

rights. After all Events of Default have been waived, and the Grantors have delivered to the Collateral Agent a certificate of an executive

officer to such effect, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such

Grantor would otherwise be entitled to exercise pursuant to the terms of Section 2(g)(i), and the obligations of the Collateral

Agent under Section 2(g)(ii) shall be reinstated.

(j) Any

notice given by the Collateral Agent to the Grantors under Section 2(f), Section 2(g), Section 2(h) or Section

2(i) (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors

at the same or different times and (iii) may suspend the rights of the Grantors under Section 2(g)(i) or 2(g)(iii) in part

without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or

otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long

as an Event of Default has occurred and is continuing.

(k) Nothing

contained in this Agreement shall be construed to make the Collateral Agent or any Buyer liable as a member of any company or limited

liability company or as a partner of any partnership, and neither the Collateral Agent nor any Buyer by virtue of this Agreement or otherwise

(except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited

liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become

the absolute owner of Pledged Equity consisting of a limited liability company interest or a partnership interest pursuant hereto, this

Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any Buyer, any Grantor and/or

any other Person.

SECTION

3. Grant of Security Interest.

(a) As

collateral security for the due and punctual payment and performance in full of the Obligations, as and when due, each Grantor hereby

pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants to the Collateral Agent, its successors

and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a continuing Lien on and security interest

in, all of such Grantor’s right, title and interest in, to and under all personal property and assets of such Grantor, wherever

located and whether now or hereafter existing and whether now owned or hereafter acquired, of every kind, nature and description, whether

tangible or intangible (together with the Pledged Collateral, the “Collateral”), including, without limitation, the

following:

(i) all

Accounts;

(ii) all

Chattel Paper (whether tangible or Electronic Chattel Paper);

(iii) all

Commercial Tort Claims, including, without limitation, those specified on Schedule VI hereto;

(iv) all

Documents;

(v) all

Equipment;

(vi) all

Fixtures;

(vii) all

General Intangibles (including, without limitation, all Payment Intangibles);

(viii) all

Goods;

(ix) all

Instruments;

(x) all

Inventory;

(xi) all

Investment Property (and, regardless of whether classified as Investment Property under the Code, all Pledged Equity, Pledged Operating

Agreements and Pledged Partnership Agreements);

(xii) all

Intellectual Property and all Licenses;

(xiii) all

Letter-of-Credit Rights;

(xiv) all

Pledged Accounts, all cash and other property from time to time deposited therein, and all monies and property in the possession or under

the control of the Collateral Agent or any Noteholder or any Affiliate, representative, agent or correspondent of the Collateral Agent

or any such Noteholder;

(xv) all

Supporting Obligations;

(xvi) all

other tangible and intangible personal property of each Grantor (whether or not subject to the Code), including, without limitation,

all Deposit Accounts and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents,

profits, income, benefits, substitutions and replacements of and to any of the property of any Grantor described in the preceding clauses

of this Section 3(a) (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties

now or hereafter held by each Grantor in respect of any of the items listed above), and all books, correspondence, files and other Records,

including, without limitation, all tapes, desks, cards, Software, data and computer programs in the possession or under the control of

any Grantor or any other Person from time to time acting for any Grantor, in each case, to the extent of such Grantor’s rights

therein, that at any time evidence or contain information relating to any of the property described in the preceding clauses of this

Section 3(a) or are otherwise necessary or helpful in the collection or realization thereof; and

(xvii) all

Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and all of the foregoing Collateral;

each case howsoever any Grantor’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

(b) Notwithstanding

anything herein to the contrary, the term “Collateral” shall not include any Excluded Collateral.

Grantor agrees not to further encumber, or permit any other Lien to exist that encumbers, any of its Intellectual Property, including,

without limitation, any of its Copyrights, Copyright applications, Copyright registrations and like protections in each work of authorship

and derivative work, whether published or unpublished, Licenses, Patents, Patent applications and like protections, including, without

limitation, improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, Trademarks,

service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill

of the business of such Grantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented

inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, in each case without

the Collateral Agent’s prior written consent (which consent may be withheld or given in the Collateral Agent’s reasonable

discretion).

(d) Each

Grantor agrees that the pledge of the shares of Capital Stock acquired by such Grantor of any and all Persons now or hereafter existing

that is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges or other similar

agreements or instruments, executed and delivered by such Grantor in favor of the Collateral Agent, which agreements or instruments will

provide for the pledge of such shares of Capital Stock and perfection of the Lien on such shares in accordance with the laws of the applicable

foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its

sole and absolute discretion, take such actions in such foreign jurisdictions that will result in the perfection of the Lien created

in such shares of Capital Stock.

(e) In

addition, to secure the due and punctual payment and performance in full of the Obligations, as and when due, and in order to induce

the Buyers as aforesaid, each Grantor hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit

of the Collateral Agent and the Noteholders, a right of set-off against the property of such Grantor held by the Collateral Agent, for

itself and for the ratable benefit of the Noteholders, consisting of property described above in Section 2(a) and/or Section

3(a) now or hereafter in the possession or custody of or in transit to the Collateral Agent, for any purpose, including safekeeping,

collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power; provided that such right

shall only to be exercised after an Event of Default has occurred and is continuing.

SECTION

4. Security for Obligations. The Lien and security interest created hereby in the Collateral constitutes continuing collateral

security for all of the following obligations, whether direct or indirect, absolute or contingent, and whether now existing or hereafter

incurred (collectively, the “Obligations”):

(a) (i)

the payment by the Company and each other Grantor, as and when due and payable (by scheduled maturity, required prepayment, acceleration,

demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, this Agreement, the

Notes and the other Transaction Documents, and (ii) in the case of the Guarantors, the payment by each Guarantor of its obligations under

the Guaranty when due and payable, including, without limitation, payment by each Guarantor, as and when due and payable of all Guaranteed

Obligations under the Guaranties, including, without limitation, in both cases, (A) all principal of, interest, make-whole and other

amounts on the Notes (including, without limitation, all interest, make-whole and other amounts that accrues after the commencement of

any Insolvency Proceeding of any Grantor, whether or not the payment of such interest is enforceable or is allowable in such Insolvency

Proceeding), and (B) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements,

indemnifications and all other amounts due or to become due under this Agreement or any of the Transaction Documents; and

(b) the

due and punctual performance and observance by each Grantor of all of its other obligations from time to time existing in respect of

any of the Transaction Documents, including without limitation, with respect to any conversion, exchange or redemption rights of the

Noteholders under the Notes.

SECTION

5. Representations and Warranties. Each Grantor represents and warrants as follows:

(a) Schedule

I hereto sets forth (i) the exact legal name of each Grantor, and (ii) the state or country of incorporation, organization or formation

and the organizational identification number of each Grantor in such state or country. The information set forth in Schedule I

hereto with respect to such Grantor is true and accurate in all respects. Such Grantor has not previously changed its name (or operated

under any other name), jurisdiction of incorporation or organization or organizational identification number from those set forth in

Schedule I hereto except as disclosed in Schedule I hereto.

(b) There

is no pending or, to its knowledge, written notice threatening any action, suit, proceeding or claim affecting any Grantor before any

Governmental Authority or any arbitrator, or any order, judgment or award issued by any Governmental Authority or arbitrator, in each

case, that may adversely affect the grant by any Grantor, or the perfection, of the Lien and security interest purported to be created

hereby in the Collateral, or the exercise by the Collateral Agent of any of its rights or remedies hereunder.

Federal, state and local tax returns and other reports required by applicable law to be filed by any Grantor have been filed, or extensions

have been obtained, and all taxes, assessments and other governmental charges or levies imposed upon any Grantor or any property of any

Grantor (including, without limitation, all federal income and social security taxes on employees’ wages) and which have become

due and payable on or prior to the date hereof have been paid, except to the extent contested in good faith by proper proceedings which

stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have

been set aside for the payment thereof in accordance with GAAP.

(d) All

Equipment, Fixtures, Goods and Inventory of each Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of each Grantor

hereafter existing will be, located and/or based at the addresses specified therefor in Schedule III hereto, except that each

Grantor will give the Collateral Agent written notice of any change in the location of any such Collateral within 20 days of such change,

other than to locations set forth on Schedule III hereto (and with respect to which the Collateral Agent has filed financing statements

and otherwise fully perfected its Liens thereon). Each Grantor’s principal place of business and chief executive office, the place

where each Grantor keeps its Records concerning the Collateral and all originals of all Chattel Paper in which any Grantor has any right,

title or interest are located and will continue to be located at the addresses specified therefor in Schedule III hereto. None

of the Accounts in which any Grantor has any right, title or interest is or will be evidenced by Promissory Notes or other Instruments.

(e) Set

forth in Schedule IV hereto is a complete and accurate list, as of the date of this Agreement, of (i) all Pledged Debt, specifying

the debtor thereof and the outstanding principal amount thereof as of the Closing Date, Securities and other Instruments in which any

Grantor has any right, title or interest, (ii) each Pledged Account of each Grantor, together with the name and address of each institution

at which each such Pledged Account is maintained, the account number for each such Pledged Account and a description of the purpose of

each such Pledged Account and (iii) the name of each Foreign Currency Controlled Account of each Grantor, together with the name and

address of each institution at which each such Foreign Currency Controlled Account is maintained and the amount of cash or cash equivalents

held in each such Foreign Currency Controlled Account. Set forth in Schedule I hereto is a complete and correct list of each trade

name used by each Grantor and the name of, and each trade name used by, each Person from which each Grantor has acquired any substantial

part of the Collateral. All of the Pledged Debt, to the best of the Grantors’ knowledge (provided that no such knowledge qualification

applies to Pledged Debt issued by a Grantor or a Subsidiary), is the legal, valid and binding obligation of the issuer thereof, enforceable

against such issuer in accordance with its terms.

(f) Each

Grantor has delivered to the Collateral Agent complete and correct copies of each License described in Schedule II hereto, including

all schedules and exhibits thereto, which represent all of the Licenses of the Grantors existing on the date of this Agreement. Each

such License sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there

are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the rights of such

Grantor or any of its Affiliates in respect thereof. Each material License now existing is, and any material License entered into in

the future will be, the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with

its terms. No default under any material License by any such party has occurred, nor does any defense, offset, deduction or counterclaim

exist thereunder in favor of any such party.

(g) Each

Grantor owns and controls, or otherwise possesses adequate rights to use, all of its Intellectual Property, which is the only Intellectual

Property necessary to conduct its business in substantially the same manner as conducted as of the date hereof. Schedule II hereto

sets forth a true and complete list of all Intellectual Property and Licenses owned or used by each Grantor as of the date hereof, and

applications for grant or registration of Intellectual Property. To the knowledge of each Grantor, all such Intellectual Property of

such Grantor is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and

has not been abandoned in whole or in part. Except as set forth in Schedule II, no such Intellectual Property is the subject of

any licensing or franchising agreement. Except as set forth in Schedule II, no Grantor has any knowledge of any infringement upon

or conflict with the Patent, Trademark, Copyright, trade secret rights of others and, each Grantor is not now infringing or in conflict

with any Patent, Trademark, Copyright, trade secret or similar rights of others, and to the knowledge of each Grantor, no other Person

is now infringing or in conflict in any material respect with any such properties, assets and rights owned or used by each Grantor. No

Grantor has received any notice that it is violating or has violated the Trademarks, Patents, Copyrights, inventions, trade secrets,

proprietary information and technology, know-how, formulae, rights of publicity or other intellectual property rights of any third party.

(h) Each

Grantor is and will be at all times the sole and exclusive owner of the Collateral in which such Grantor has granted a Lien and security

interest hereunder free and clear of any Liens, except for (i) Permitted Liens thereon and (ii) certain Intellectual Property rights

of the Company which is jointly owned by the Company with certain third parties as described in Schedule II hereto. No effective

financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording or filing

office except such as (i) may have been filed in favor of the Collateral Agent and/or the Noteholders relating to this Agreement or the

other Transaction Documents, or (ii) are intended to perfect Permitted Liens existing as of the date hereof and disclosed on Schedule

VII hereto.

(i) The

exercise by the Collateral Agent of any of its rights and remedies hereunder will not contravene any law or any contractual restriction

binding on or otherwise affecting any Grantor or any of its properties and will not result in or require the creation of any Lien, upon

or with respect to any of its properties other than as granted pursuant to this Agreement.

(j) No

authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, is required for (i) the grant

by each Grantor, or the perfection, of the Lien and security interest purported to be created hereby in the Collateral, or (ii) the exercise

by the Collateral Agent of any of its rights and remedies hereunder, except for (A) the filing under the Code as in effect in the applicable

jurisdiction of the financing statements described in Schedule V hereto, all of which financing statements have been duly filed

and are in full force and effect, (B) with respect to all Pledged Accounts, and all cash and other property from time to time deposited

therein, the execution of a Controlled Account Agreement with the depository or other institution with which the applicable Pledged Accounts

are maintained, as provided in Section 6(i), (C) with respect to Commodity Contracts, the execution of a control agreement with

the commodity intermediary with which such Commodity Contract is carried, as provided in Section 6(i), (D) with respect to the

perfection of the security interest created hereby in the United States Intellectual Property and Licenses, the recording of the appropriate

Intellectual Property Security Agreement in the United States Patent and Trademark Office or the United States Copyright Office, as applicable,

(E) with respect to the perfection of the security interest created hereby in foreign Intellectual Property and Licenses, registrations

and filings in jurisdictions located outside of the United States and covering rights in such jurisdictions relating to such foreign

Intellectual Property and Licenses, (F) with respect to the perfection of the security interest created hereby in any Letter-of-Credit

Rights, the consent of the issuer of the applicable letter of credit to the assignment of proceeds as provided in the Code as in effect

in the applicable jurisdiction, (G) with respect to Investment Property constituting uncertificated securities, the applicable Grantor

causing the issuer thereof either (i) to register the Collateral Agent as the registered owner of such securities or (ii) to agree in

an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such

securities originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance

satisfactory to the Collateral Agent, (H) with respect to Investment Property constituting certificated securities or instruments, such

items to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto in suitable form for transfer by delivery or

accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral

Agent, (I) with respect to any action that may be necessary to obtain control of Collateral constituting Commodity Contracts, Electronic

Chattel Paper or Letter of Credit Rights, the taking of such actions, and (J) the Collateral Agent having possession of all Documents,

Chattel Paper, Instruments and cash constituting Collateral (subclauses (A) through (J) each a “Perfection Requirement”

and collectively, the “Perfection Requirements”).

(k) This

Agreement creates in favor of the Collateral Agent a legal, valid and enforceable Lien on and security interest in the Collateral, as

security for the Obligations. The performance of the Perfection Requirements results in the perfection of such Lien on and security interest

in the Collateral. Such Lien and security interest is (or in the case of Collateral in which any Grantor obtains any right, title or

interest after the date hereof, will be), subject only to the Perfection Requirements, a first priority, valid, enforceable and perfected

Lien on and security interest in all personal property of each Grantor (other than Excluded Collateral). Such recordings and filings

and all other action necessary to perfect and protect such Lien and security interest have been duly taken (and, in the case of Collateral

in which any Grantor obtains right, title or interest after the date hereof, will be duly taken), except for the Collateral Agent’s

having possession of all Documents, Chattel Paper, Instruments and cash constituting Collateral after the date hereof and the other actions,

filings and recordations described above, including the Perfection Requirements.

(l) As

of the date hereof, no Grantor holds any Commercial Tort Claims or has knowledge of any pending Commercial Tort Claims, except for the

Commercial Tort Claims described in Schedule VI.

(m) All

of the Pledged Equity is presently owned by the applicable Grantor as set forth in Schedule IV free and clear of all Liens other

than Permitted Liens, and is presently represented by the certificates listed on Schedule IV hereto (if applicable). As of the

date hereof, there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Equity

other than as contemplated and permitted by the Transaction Documents. Each Grantor is the sole holder of record and the sole beneficial

owner of the Pledged Equity, as applicable. None of the Pledged Equity has been issued or transferred in violation of the securities

registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. The Pledged

Equity constitutes 100% or such other percentage as set forth on Schedule IV of the issued and outstanding shares of Capital Stock

of the applicable Pledged Entity. All of the Pledged Equity has been duly and validly authorized and issued by the issuer thereof and

in the case of Pledged Equity (other than Pledged Equity consisting of limited liability company interests or partnership interests which,

pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable), is fully paid and non-assessable.

(n) Such

Grantor (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in

good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) has all requisite corporate, limited

liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and

to execute and deliver this Agreement and each other Transaction Document to which such Grantor is a party, and to consummate the transactions

contemplated hereby and thereby and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the

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

where the failure to be so qualified would not result in a Material Adverse Effect.

(o) The

execution, delivery and performance by each Grantor of this Agreement and each other Transaction Document to which such Grantor is a

party (i) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (ii) do not

and will not contravene its charter or by-laws, limited liability company or operating agreement, certificate of partnership or partnership

agreement, as applicable, or any applicable law or any contractual restriction binding on such Grantor or its properties, (iii) do not

and will not result in or require the creation of any Lien (other than pursuant to any Transaction Document) upon or with respect to

any of its assets or properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment,

forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to it or its operations or any of its

assets or properties.

(p) This

Agreement has been duly executed and delivered by each Grantor and is the legal, valid and binding obligation of such Grantor, enforceable

against such Grantor in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,

fraudulent conveyance, suretyship or other similar laws and equitable principles (regardless of whether enforcement is sought in equity

or at law). Each of the other Transaction Documents to which any Grantor is or will be a party, when duly executed and delivered by such

Grantor, will be the legal, valid and binding obligation of such Grantor, enforceable against such Grantor in accordance with its terms,

except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or other

similar laws and equitable principles (regardless of whether enforcement is sought in equity or at law).

(q) There

are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

SECTION

6. Covenants as to the Collateral. Until all of the Obligations shall have been fully performed and Paid in Full, unless the

Collateral Agent shall otherwise consent in writing (in its sole and absolute discretion):

(a) Further

Assurances. Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments

and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the Lien

and security interest of the Collateral Agent created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and

remedies hereunder in respect of the Collateral, including, without limitation, the Controlled Accounts; or (iii) otherwise effect the

purposes of this Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper and each License and, at the request

of the Collateral Agent, each of its Records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral

Agent, indicating that such Chattel Paper, License or Collateral is subject to the Lien and security interest created hereby, (B) delivering

and pledging to the Collateral Agent each Promissory Note, Security (subject to the limitations set forth in Section 3), Chattel

Paper or other Instrument, now or hereafter owned by any Grantor, duly endorsed and accompanied by executed instruments of transfer or

assignment, all in form and substance satisfactory to the Collateral Agent, (C) executing and filing (to the extent, if any, that any

Grantor’s signature is required thereon) or authenticating the filing of, such financing or continuation statements, or amendments

thereto, as may be necessary or that the Collateral Agent may reasonably request in order to perfect and preserve the security interest

created hereby, (D) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing

the Collateral and such other reports in connection with the Collateral in each case as the Collateral Agent may reasonably request,

all in reasonable detail, (E) if any Collateral shall be in the possession of a third party, notifying such Person of the Collateral

Agent’s security interest created hereby and obtaining a written acknowledgment from such Person, in form and substance satisfactory

to the Collateral Agent, that such Person holds possession of the Collateral for the benefit of the Collateral Agent (for the ratable

benefit of the Collateral Agent and the Noteholders), (F) if at any time after the date hereof, any Grantor acquires or holds any Commercial

Tort Claim, promptly notifying the Collateral Agent in a writing signed by such Grantor setting forth a brief description of such Commercial

Tort Claim and granting to the Collateral Agent a Lien and security interest therein and in the Proceeds thereof, which writing shall

incorporate the provisions hereof and shall be in form and substance satisfactory to the Collateral Agent, (G) upon the acquisition after

the date hereof by any Grantor of any motor vehicle or other Equipment subject to a certificate of title or ownership (other than a motor

vehicle or Equipment that is subject to a purchase money security interest), causing the Collateral Agent to be listed as the lienholder

on such certificate of title or ownership and delivering evidence of the same to the Collateral Agent in accordance with Section 6(j)

hereof; and (H) taking all actions required by the Code or by other law, as applicable, in any relevant Code jurisdiction, or by other

law as applicable in any foreign jurisdiction.

(b) Location

of Collateral. Each Grantor will keep the Collateral (i) at the locations specified therefor on Schedule III hereto, or (ii)

at such other locations set forth on Schedule III and with respect to which the Collateral Agent has filed financing statements

and otherwise fully perfected its Liens thereon, or (iii) at such other locations in the United States, provided that thirty (30) days

prior to any change in the location of any Collateral to such other location, or upon the acquisition of any Collateral to be kept at

such other locations, the Grantors shall give the Collateral Agent written notice thereof and deliver to the Collateral Agent a new Schedule

III indicating such new locations and such other written statements and schedules as the Collateral Agent may require.

of Equipment. Each Grantor will maintain or cause to be maintained and preserved in good condition, repair and working order, ordinary

wear and tear excepted, the Equipment (necessary or useful to its business) and will forthwith, or in the case of any loss or damage

to any Equipment of any Grantor within a commercially reasonable time after the occurrence thereof, make or cause to be made all repairs,

replacements and other improvements in connection therewith which are necessary or desirable, consistent with past practice, or which

the Collateral Agent may request to such end. Any Grantor will promptly furnish to the Collateral Agent a statement describing in reasonable

detail any such loss or damage in excess of $100,000 per occurrence to any Equipment.

(d) Taxes,

Etc. Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed

upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent

the validity thereof is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting

from the non-payment thereof and with respect to which adequate reserves in accordance with GAAP have been set aside for the payment

thereof.

(e) Insurance.

(i) Each

Grantor will, at its own expense, maintain insurance (including, without limitation, comprehensive general liability, hazard, rent and

business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in

such amounts and covering such risks, in such form and with responsible and reputable insurance companies or associations as is required

by any Governmental Authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice

by companies in similar businesses similarly situated and in any event, in amount, adequacy and scope reasonably satisfactory to the

Collateral Agent.

(ii) To

the extent requested by the Collateral Agent at any time and from time to time, each such policy for liability insurance shall provide

for all losses to be paid on behalf of the Collateral Agent and any Grantor as their respective interests may appear, and each policy

for property damage insurance shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent. In addition

to and without limiting the foregoing, to the extent requested by the Collateral Agent at any time and from time to time, each such policy

shall in addition (A) name the Collateral Agent as an additional insured party and/or loss payee, as applicable, thereunder (without

any representation or warranty by or obligation upon the Collateral Agent) as its interests may appear, (B) contain an agreement by the

insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or

breach of representation or warranty by any Grantor, (C) provide that there shall be no recourse against the Collateral Agent for payment

of premiums or other amounts with respect thereto, and (D) provide that at least 30 days’ prior written notice of cancellation,

lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer. Any Grantor will, if so requested by

the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance (including certificates demonstrating

compliance with this Section 6(e)) and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance

broker with respect to such insurance. Any Grantor will also, at the request of the Collateral Agent, execute and deliver instruments

of assignment of such insurance policies and cause the respective insurers to acknowledge notice of such assignment.

(iii) Reimbursement

under any liability insurance maintained by any Grantor pursuant to this Section 6(e) may be paid directly to the Person who shall

have incurred liability covered by such insurance. In the case of any loss involving damage to Equipment or Inventory, to the extent

paragraph (iv) of this Section 6(e) is not applicable, any proceeds of insurance involving such damage shall be paid to the Collateral

Agent, and any Grantor will make or cause to be made the necessary repairs to or replacements of such Equipment or Inventory, and any

proceeds of insurance maintained by any Grantor pursuant to this Section 6(e) (except as otherwise provided in paragraph (iv)

in this Section 6(e)) shall be paid by the Collateral Agent to any Grantor as reimbursement for the reasonable costs of such repairs

or replacements.

(iv) Notwithstanding

anything to the contrary in subsection 6(e)(iii) above, following and during the continuance of an Event of Default, all insurance

payments in respect of each Grantor’s properties and business shall be paid to the Collateral Agent and applied as specified in

Section 8(b) hereof.

(f) Provisions

Concerning Name, Organization, Location, Accounts and Licenses.

(i) Each

Grantor will (A) give the Collateral Agent at least thirty (30) days’ prior written notice of any change in such Grantor’s

name, identity or organizational structure, (B) maintain its jurisdiction of incorporation, organization or formation as set forth in

Schedule I hereto, (C) immediately notify the Collateral Agent upon obtaining an organizational identification number, if on the

date hereof such Grantor did not have such identification number, and (D) keep adequate records concerning the Collateral and permit

representatives of the Collateral Agent during normal business hours on reasonable notice to such Grantor, to inspect and make abstracts

from such records.

(ii) Each

Grantor will (except as otherwise provided in this subsection (f)), continue to collect, at its own expense, all amounts due or to become

due under the Accounts. In connection with such collections, any Grantor may (and, at the Collateral Agent’s direction, will) take

such action as any Grantor or the Collateral Agent may deem necessary or advisable to enforce collection or performance of the Accounts;

provided, however, that the Collateral Agent shall have the right at any time following the occurrence and during the continuance

of an Event of Default to notify the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the Collateral

Agent and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to any Grantor thereunder directly

to the Collateral Agent or its designated agent and, upon such notification and at the expense of any Grantor and to the extent permitted

by applicable law, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the

same manner and to the same extent as any Grantor might have done. After receipt by any Grantor of a notice from the Collateral Agent

that the Collateral Agent has notified, intends to notify, or has enforced or intends to enforce any Grantor’s rights against the

Account Debtors or obligors under any Accounts as referred to in the proviso to the immediately preceding sentence, (A) all amounts and

proceeds (including, without limitation, Instruments) received by any Grantor in respect of the Accounts shall be received in trust for

the benefit of the Collateral Agent hereunder (for the ratable benefit of the Collateral Agent and the Noteholders), shall be segregated

from other funds of any Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary

endorsement) to be applied as specified in Section 8(b) hereof, and (B) no Grantor will adjust, settle or compromise the amount

or payment of any Account or release wholly or partly any Account Debtor or obligor thereof or allow any credit or discount thereon.

In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole and absolute

discretion) direct any or all of the banks and financial institutions with which any Grantor either maintains a Deposit Account or a

lockbox (including, without limitation, any Controlled Account) or deposits the proceeds of any Accounts to send immediately to the Collateral

Agent by wire transfer (to such deposit account as the Collateral Agent shall specify, or in such other manner as the Collateral Agent

shall direct) all or a portion of such Securities, cash, investments and other items held by such institution. Any such Securities, cash,

investments and other items so received by the Collateral Agent shall be applied as specified in accordance with Section 8(b)

hereof.

(iii) Upon

the occurrence and during the continuance of any breach or default under any material License referred to in Schedule II hereto

by any party thereto other than any Grantor, each Grantor party thereto will, promptly after obtaining knowledge thereof, give the Collateral

Agent written notice of the nature and duration thereof, specifying what action, if any, it has taken and proposes to take with respect

thereto and thereafter will take reasonable steps to protect and preserve its rights and remedies in respect of such breach or default,

or will obtain or acquire an appropriate substitute License.

(iv) Each

Grantor will, at its expense, promptly deliver to the Collateral Agent a copy of each notice or other communication received by it by

which any other party to any material License referred to in Schedule II hereto purports to exercise any of its rights or affect

any of its obligations thereunder, together with a copy of any reply by such Grantor thereto.

(v) Each

Grantor will exercise promptly and diligently each and every right which it may have under each material License (other than any right

of termination) and will duly perform and observe in all respects all of its obligations under each material License and will take all

action necessary or reasonable to maintain such Licenses in full force and effect. No Grantor will, without the prior written consent

of the Collateral Agent (in its reasonable discretion), cancel, terminate, amend or otherwise modify in any respect, or waive any provision

of, any material License referred to in Schedule II hereto.

(g) Transfers

and Other Liens.

(i) Except

as otherwise expressly permitted in the other Transaction Documents, no Grantor shall, directly or indirectly, sell, lease, license,

assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any Collateral whether in a single transaction or a series

of related transactions, other than (A) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets

or rights by such Grantor for fair value in the ordinary course of business consistent with past practices and (B) sales of Inventory

and product in the ordinary course of business.

(ii) Except

as expressly provided in the Notes, no Grantor shall, directly or indirectly, redeem, repurchase or declare or pay any cash dividend

or distribution on any of its Capital Stock.

(iii) No

Grantor shall, directly or indirectly, without the prior written consent of the Required Holders, (A) issue any Notes (other than as

contemplated by the Securities Purchase Agreement and the Notes) or (B) issue any other Securities that would cause a breach or default

under the Notes.

(iv) No

Grantor shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation,

the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any

Affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable

for the prudent operation of its business, for fair consideration and on terms no less favorable to it than would be obtainable in a

comparable arm’s length transaction with a Person that is not an Affiliate thereof.

(v) No

Grantor will create, suffer to exist or grant any Lien upon or with respect to any Collateral other than a Permitted Lien.

(h) Intellectual

Property.

(i) If

applicable, each Grantor shall duly execute and deliver the applicable Intellectual Property Security Agreement. Each Grantor (either

itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Intellectual

Property in full force and effect, including, without limitation, using the proper statutory notices, numbers and markings (relating

to patent, trademark and copyright rights) and using the Trademarks on each applicable trademark class of goods in order to so maintain

the Trademarks in full force and free from any claim of abandonment for non-use, and each Grantor will not (nor permit any licensee thereof

to) do any act or knowingly omit to do any act whereby any Intellectual Property may become abandoned, canceled or invalidated; provided,

however, that so long as no Event of Default has occurred and is continuing, no Grantor shall have an obligation to use or to

maintain any Intellectual Property (A) that relates solely to any product or work, that is no longer necessary or material and has been,

or is in the process of being, discontinued, abandoned or terminated in the ordinary course of business and consistent with the exercise

of reasonable business judgment, (B) that is being replaced with Intellectual Property substantially similar to the Intellectual Property

that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Intellectual Property does not materially

adversely affect the validity of such replacement Intellectual Property and so long as such replacement Intellectual Property is subject

to the Lien created by this Agreement and does not have a material adverse effect on the business of any Grantor or (C) that is substantially

the same as other Intellectual Property that is in full force, so long the failure to use or maintain such Intellectual Property does

not materially adversely affect the validity of such replacement Intellectual Property and so long as such other Intellectual Property

is subject to the Lien and security interest created by this Agreement and does not have a material adverse effect on the business of

any Grantor. Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark

Office and the United States Copyright Office or any similar office or agency in any other country or political subdivision thereof to

maintain each registration of the Intellectual Property and application for registration of Intellectual Property (other than the Intellectual

Property described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits

of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing

fees, taxes or other governmental charges or fees. If any Intellectual Property (other than Intellectual Property described in the proviso

to the second sentence of subsection (i) of this clause (h)) is infringed, misappropriated, diluted or otherwise violated in any material

respect by a third party, each Grantor shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly

notify the Collateral Agent and (y) promptly sue for infringement, misappropriation, dilution or other violation, seek injunctive relief

where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such

other actions as such Grantor shall deem appropriate under the circumstances to protect such Intellectual Property. Each Grantor shall

furnish to the Collateral Agent from time to time upon its request statements and schedules further identifying and describing the Intellectual

Property and Licenses and such other reports in connection with the Intellectual Property and Licenses as the Collateral Agent may reasonably

request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any

such statements, schedules or reports, each Grantor shall modify this Agreement by amending Schedule II hereto, as the case may

be, to include any Intellectual Property and License, as the case may be, which is or hereafter becomes part of the Collateral under

this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment

of the Collateral Agent, desirable to subject such Intellectual Property and Licenses to the Lien and security interest created by this

Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no

Grantor may abandon, surrender or cancel or otherwise permit any Intellectual Property to become abandoned, surrendered, canceled or

invalid without the prior written consent of the Collateral Agent (in its sole and absolute discretion), and if any Intellectual Property

is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, each Grantor will take such reasonable

action as the Collateral Agent shall deem appropriate under the circumstances to protect such Intellectual Property.

(ii) In

no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration

of any Patent, Trademark or Copyright or the United States Copyright Office or the United States Patent and Trademark Office, as applicable,

or in any similar office or agency of the United States or any country or any political subdivision thereof unless it gives the Collateral

Agent prior written notice thereof. Upon request of the Collateral Agent, any Grantor shall execute, authenticate and deliver any and

all assignments, agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral

Agent’s security interest hereunder in such Intellectual Property and the General Intangibles of any Grantor relating thereto or

represented thereby, and each Grantor hereby appoints the Collateral Agent its attorney-in-fact to execute and/or authenticate and file

all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed, and such power (being coupled

with an interest) shall be irrevocable until all Obligations are fully performed and Paid in Full.

(i) Pledged

Accounts. Upon the written request of the Collateral Agent (which request may be made in the Collateral Agent’s sole discretion

at any time), each Grantor shall cause each bank and other financial institution which maintains a Controlled Account (each a “Controlled

Account Bank”) to execute and deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent,

a Controlled Account Agreement with respect to such Controlled Account, duly executed by each Grantor and such Controlled Account Bank,

pursuant to which such Controlled Account Bank among other things shall irrevocably agree, with respect to such Controlled Account, that

(i) at any time after any Grantor, the Collateral Agent or any Noteholder shall have notified such Controlled Account Bank that an Event

of Default has occurred or is continuing, such Controlled Account Bank will comply with any and all instructions originated by the Collateral

Agent directing the disposition of the funds in such Controlled Account without further consent by such Grantor, (ii) such Controlled

Account Bank shall waive, subordinate or agree not to exercise any rights of setoff or recoupment or any other claim against the applicable

Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled

Account and for returned checks or other items of payment, (iii) at any time after any Grantor, the Collateral Agent or any Noteholder

shall have notified such Controlled Account Bank that an Event of Default has occurred or is continuing, with respect to each such Controlled

Account, such Controlled Account Bank shall not comply with any instructions, directions or orders of any form with respect to such Controlled

Accounts other than instructions, directions or orders originated by the Collateral Agent, (iv) all funds deposited by any Grantor with

such Controlled Account Bank shall be subject to a perfected, first priority security interest in favor of the Collateral Agent, and

(v) upon receipt of written notice from the Collateral Agent during the continuance of an Event of Default such Controlled Account Bank

shall immediately send to the Collateral Agent by wire transfer (to such account as the Collateral Agent shall specify, or in such other

manner as the Collateral Agent shall direct) all such funds and other items held by it. No Grantor shall create or maintain any Pledged

Account (other than (x) payroll, withholding tax, employee benefit and other fiduciary or trust accounts, (y) zero-balance disbursement

accounts and (z) accounts holding solely amounts required to be held in escrow for the benefit of third parties, in each case, maintained

in the ordinary course of business) without the prior written consent of the Collateral Agent (in its reasonable discretion) and complying

with the terms of this Agreement.

(j) Motor

Vehicles.

(i) Upon

the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title

or ownership for each motor vehicle with a value in excess of $50,000 owned by it, with the Collateral Agent listed as lienholder, for

the ratable benefit of the Collateral Agent and the Noteholders.

(ii) Each

Grantor hereby appoints the Collateral Agent as its attorney-in-fact for the purpose of (A) executing on behalf of such Grantor title

or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired

by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental

Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name

of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation,

for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies

of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of

the Obligations are fully performed and Paid in Full.

(iii) Any

certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by accurate odometer statements for each

motor vehicle covered thereby.

(iv) So

long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute

and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as

lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the

release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to

be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement

of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such

sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then

outstanding.

(k) Control.

Each Grantor hereby agrees to take any or all action that may be necessary or that the Collateral Agent may reasonably request in order

for the Collateral Agent to obtain “control” in accordance with Sections 9-105 through 9-107 of the Code with respect to

the following Collateral: (i) Electronic Chattel Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.

(l) Inspection

and Reporting. Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such attorneys, accountant

or other professionals or other Persons as the Collateral Agent may designate (at Grantors’ sole cost and expense; provided that,

so long as no Event of Default has occurred and is continuing, the Grantors shall not be responsible for the costs and expenses of more

than one (1) such examination, inspection, audit, appraisal or field examination in any calendar year) (i) to examine and make copies

of and abstracts from any Grantor’s Records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials,

leases, Instruments, Accounts, Inventory and other assets of any Grantor from time to time, and (iv) to conduct audits, physical counts,

appraisals, valuations and/or examinations at the locations of any Grantor. Each Grantor shall also permit the Collateral Agent, or any

agent or representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral Agent may designate

to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial employees, attorneys,

independent accountants or any of its other representatives. Without limiting the foregoing, the Collateral Agent may, at any time, in

the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by

mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors

in respect of Instruments or Pledged Debt of such Grantor to verify with such Persons, to the Collateral Agent’s satisfaction,

the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Pledged Debt, Chattel Paper, payment intangibles

and/or other receivables.

(m) Future

Subsidiaries. If any Grantor hereafter creates or acquires any Subsidiary (other than an Immaterial Subsidiary), simultaneously with

the creation or acquisition of such Subsidiary, such Grantor shall (i) if such Subsidiary is a Domestic Subsidiary, cause such Subsidiary

to become a party to this Agreement as an additional “Grantor” hereunder, (ii) deliver to the Collateral Agent updated Schedules

to this Agreement, as appropriate (including, without limitation, an updated Schedule IV to reflect the grant by such Grantor

of a Lien on and security interest in all Pledged Debt and Pledged Equity now or hereafter owned by such Grantor), (iii) if such Subsidiary

is a Domestic Subsidiary, cause such Subsidiary to duly execute and deliver a guaranty of the Obligations in favor of the Collateral

Agent in form and substance acceptable to the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates representing

all of the Capital Stock of such Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any

such shares of Capital Stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent that the security

interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections

8-313, 8-321 and 9-115 of the Code or any other similar or local or foreign law that may be applicable), (v) if such Subsidiary is a

Foreign Subsidiary, cause such Subsidiary to take such actions as may be required by the Collateral Agent (including executing and delivering

guaranties, security agreements and other agreements or instruments required by the Collateral Agent) and (vi) duly execute and/or cause

to be delivered to the Collateral Agent, in form and substance acceptable to the Collateral Agent, such opinions of counsel and other

documents as the Collateral Agent shall request with respect thereto; provided, however, that no Grantor shall be required to pledge

any Excluded Collateral. Each Grantor hereby authorizes the Collateral Agent to attach such updated Schedules to this Agreement and agrees

that all Pledged Equity and Pledged Debt listed on any updated Schedule delivered to the Collateral Agent shall for all purposes hereunder

be considered Collateral. The Grantors agree that the pledge of the shares of Capital Stock acquired by a Grantor of any Foreign Subsidiary

may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments,

executed and delivered by the relevant Grantor in favor of the Collateral Agent, which pledge agreements will provide for the pledge

of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital

Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions

that will result in the perfection of the Lien created in such shares of Capital Stock. Notwithstanding the foregoing, no Immaterial

Subsidiary shall be required to become a Grantor hereunder or deliver a guaranty so long as such Subsidiary (A) constitutes an Immaterial

Subsidiary, and (B) does not receive cash or other property (other than equity interests in such Subsidiary) from the Company or any

other Subsidiary that is a Grantor.

(n) Post

Closing. Notwithstanding anything to the contrary contained herein or any other Transaction Document, each applicable Grantor

shall:

(i) [Reserved];

(ii) Insurance

Endorsements. Within thirty (30) calendar days following the Closing Date (or such later date as Collateral Agent may agree in its

sole discretion), deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent, additional insured, lender

loss payable, and notice of cancellation endorsements issued by each Grantor’s insurers with respect to such Grantor’s insurance

policies (including, without limitation, policies related to comprehensive general liability, casualty and property, hazard, rent and

business interruption insurance) as the Collateral Agent shall request naming the Collateral Agent as additional insured or lender loss

payee, as applicable; and

(iii) Legal

Opinion. Within ten (10) calendar days following the Closing Date (or such later date as Collateral Agent may agree in its sole discretion),

deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent, an executed legal opinion addressed to the

Collateral Agent with respect to, inter alia, the due perfection of security interests of the Collateral Agent in the Collateral.

(iv) UCC-3

Termination Statements. Within ten (10) calendar days following the Closing Date (or such later date as Collateral Agent may agree

in its sole discretion), deliver to the Collateral Agent, in form and substance satisfactory to the Collateral Agent, evidence of the

termination and/or amendment, as applicable, of each of the following UCC-1 financing statements:

(a) UCC

#20250338811 filed 01/16/2025, listing Agile Lending, LLC, Capital Funding LLC, Agile Hudson

Partners LLC, as Secured Parties and Next NRG, LLC, Next Charging LLC, EzFill Holdings, Inc.,

Next NRG LLC, NextNRG, Inc., as Debtors;

(b) UCC

#20254689458 filed 06/30/2025, listing C T Corporation System, as Representative, as Secured

Party and NextNRG, Inc, Next NRG Ops, LLC, as Debtors;

#2025487499-3 filed 07/01/2025, listing C T Corporation System, as Representative, as Secured

Party and NextNRG Holding Corp., as Debtor; and

(d) UCC

#20255788127 filed 08/07/2025, listing Nationwide Filing Services, LLC, as Representative,

as Secured Party and EzFill Holdings, Inc., NextNRG, Inc., as Debtors.

SECTION

7. Additional Provisions Concerning the Collateral.

(a) To

the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary

or advisable to accomplish the purposes of this Agreement, each Grantor hereby (i) authorizes the Collateral Agent to execute any such

agreements, instruments or other documents in such Grantor’s name and to file such agreements, instruments or other documents in

such Grantor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time

to file, one or more financing or continuation statements, and amendments thereto, relating to the Collateral (including, without limitation,

any such financing statements that (A) describe the Collateral as “all assets” or “all personal property” (or

words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Collateral Agent may determine

regardless of whether any particular asset of such Grantor falls within the scope of Article 9 of the Code or whether any particular

asset of such Grantor constitutes part of the Collateral, and (B) contain any other information required by Part 5 of Article 9 of the

Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including, without

limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to

such Grantor) and (iii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation

statements, or amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement

covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

(b) Each

Grantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead

of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion, to take any

action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement

(provided that the Collateral Agent shall exercise the powers described in clauses (ii) through (vi) below only upon the occurrence and

during the continuance of an Event of Default), including, without limitation, (i) to obtain and adjust insurance required to be paid

to the Collateral Agent pursuant to Section 6(e) hereof, (ii) to ask, demand, collect, sue for, recover, compound, receive and

give acquittance and receipts for moneys due and to become due under or in respect of any Collateral, (iii) to receive, endorse, and

collect any drafts or other Instruments, Documents and Chattel Paper in connection with clause (i) or (ii) above, (iv) to file any claims

or take any action or institute any action, suit or proceedings which the Collateral Agent may deem necessary or desirable for the collection

of any Collateral or otherwise to enforce the rights of the Collateral Agent and the Noteholders with respect to any Collateral, (v)

to execute assignments, licenses and other documents to enforce the rights of the Collateral Agent and the Noteholders with respect to

any Collateral, and (vi) to verify any and all information with respect to any and all Accounts. This power is coupled with an interest

and is irrevocable until all of the Obligations are fully performed and Paid in Full.

the purpose of enabling the Collateral Agent to exercise rights and remedies hereunder, at such time as the Collateral Agent shall be

lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent,

to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to any

Grantor) to use, assign, license or sublicense any Intellectual Property in which such Grantor now or hereafter has any right, title

or interest, wherever the same may be located, including, without limitation, in such license reasonable access to all media in which

any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding

anything contained herein to the contrary, but subject to the provisions of the Securities Purchase Agreement that limit the right of

any Grantor to dispose of its property, and Section 6(g) and Section 6(h) hereof, so long as no Event of Default shall

have occurred and be continuing, any Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take

other actions with respect to the Intellectual Property in the ordinary course of its business and as otherwise expressly permitted by

any of the other Transaction Documents. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing,

the Collateral Agent shall from time to time, upon the request of any Grantor, execute and deliver any instruments, certificates or other

documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow

it to take any action permitted above (including relinquishment of the license provided pursuant to this clause (c) as to any Intellectual

Property). Further, upon the full performance and Payment in Full of all of the Obligations, the Collateral Agent (subject to Section

11(e) hereof) shall release and reassign to any Grantor all of the Collateral Agent’s right, title and interest in and to the

Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies

hereunder by the Collateral Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by

each Grantor in accordance with the second sentence of this clause (c). Each Grantor hereby releases the Collateral Agent from any claims,

causes of action and demands at any time arising out of or with respect to any actions taken or omitted to be taken by the Collateral

Agent under the powers of attorney granted herein other than actions taken or omitted to be taken through the Collateral Agent’s

gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal.

(d) If

any Grantor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself perform, or cause performance

of, such agreement or obligation, in the name of such Grantor or the Collateral Agent, and the expenses of the Collateral Agent incurred

in connection therewith shall be payable by such Grantor pursuant to Section 9 hereof and such obligation shall be secured by

the Collateral.

(e) The

powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty

upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually

received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to

preserve rights against prior parties or any other rights pertaining to any Collateral.

(f) Anything

herein to the contrary notwithstanding (i) each Grantor shall remain liable under the Licenses and otherwise with respect to any of the

Collateral to the extent set forth therein to perform all of its obligations thereunder to the same extent as if this Agreement had not

been executed, (ii) the exercise by the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from

any of its obligations under the Licenses or otherwise in respect of the Collateral, and (iii) the Collateral Agent shall not have any

obligation or liability by reason of this Agreement under the Licenses or with respect to any of the other Collateral, nor shall the

Collateral Agent be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect

or enforce any claim for payment assigned hereunder.

(g) As

long as no Event of Default shall have occurred and be continuing and, other than in the case of a Bankruptcy Event of Default, until

written notice shall be given to the applicable Grantor:

(i) Each

Grantor shall have the right, from time to time, to vote and give consents with respect to the Pledged Equity, or any part thereof for

all purposes not inconsistent with the provisions of this Agreement, the Securities Purchase Agreement or any other Transaction Document;

provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing

the position or interest of the Collateral Agent in respect of the Pledged Equity or which would authorize, effect or consent to (unless

and to the extent expressly permitted by the Securities Purchase Agreement):

A. the

dissolution or liquidation, in whole or in part, of a Pledged Entity;

B. the

consolidation or merger of a Pledged Entity with any other Person;

C. the

sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral

Agent;

D. any

change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of

any additional shares of its Capital Stock; or

E. the

alteration of the voting rights with respect to the Capital Stock of a Pledged Entity.

(h) (i) Each

Grantor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect

of the Pledged Equity to the extent not in violation of the Securities Purchase Agreement or any other Transaction Document other than

any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Equity, and instruments and other

property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity; (B) dividends and other

distributions paid or payable in cash in respect of any Pledged Equity in connection with a partial or total liquidation or dissolution

or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise

distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Equity; provided, however, that until actually

paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and

(ii) all

dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Grantor in accordance with clause

(i) above) and all other distributions in respect of any of the Pledged Equity, whenever paid or made, shall be delivered to the Collateral

Agent to hold as Pledged Equity and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent (for

the ratable benefit of the Collateral Agent and the Noteholders), be segregated from the other property or funds of such Grantor, and

be forthwith delivered to the Collateral Agent as Pledged Equity in the same form as so received (with any necessary endorsement).

SECTION

8. Remedies Upon Event of Default; Application of Proceeds. If any Event of Default shall have occurred and be continuing:

(a) The

Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, in any

other Transaction Document or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code

(whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without

limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral

Agent has not theretofore done so) and thereafter receive, for the ratable benefit of itself and the Noteholders, all payments made thereon,

give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright

owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral

Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the Collateral

Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral

Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled

for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation

to any Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare

or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale (including,

without limitation, by credit bid), at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery,

and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license

or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor

agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten

(10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition

of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make

any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any

public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice,

be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the

Noteholders arising by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was

less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if

the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights

that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof.

Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral by the Collateral Agent shall be made without warranty,

(ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such

actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral.

In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an

Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto

for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance

of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether

on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions,

and in such manner, as the Collateral Agent shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant

to the authority granted in Section 7 hereof or otherwise (such authority being effective upon the occurrence and during the continuance

of an Event of Default), execute and deliver on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property

(or any application or registration thereof), in form suitable for filing, recording or registration in any country.

(b) Any

cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale or disposition

of or collection from, or other realization upon, all or any part of the Collateral shall be applied as follows (subject to the provisions

of the Securities Purchase Agreement): first, to pay any fees, indemnities or expense reimbursements then due to the Collateral Agent

(including, without limitation, those described in Section 9 hereof); second, to pay any fees, indemnities or expense reimbursements

then due to the Noteholders, on a pro rata basis; third to pay interest due under the Notes owing to the Noteholders, on a pro rata basis;

fourth, to pay or prepay principal in respect of the Notes, whether or not then due, owing to the Noteholders, on a pro rata basis; fifth,

to pay or prepay any other Obligations, whether or not then due, in such order and manner as the Collateral Agent shall elect, consistent

with the provisions of the Securities Purchase Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and

remaining after the full performance and Payment in Full of all of the Obligations shall be paid over to whomsoever shall be lawfully

entitled to receive the same or as a court of competent jurisdiction shall direct.

the event that the proceeds of any such sale, disposition, collection or realization are insufficient to pay all amounts to which the

Collateral Agent and the Noteholders are legally entitled, each Grantor shall be, jointly and severally, liable for the deficiency, together

with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall

be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other charges of any attorneys

employed by the Collateral Agent to collect such deficiency.

(d) To

the extent that applicable law imposes duties on the Collateral Agent to exercise rights and remedies in a commercially reasonable manner,

each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed

significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into

finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be

disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection

or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or

other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies

against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection

specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral

is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest

in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of

Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that

provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match

buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties,

such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against

risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection

or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of brokers, investment

bankers, consultants, attorneys and other professionals to assist the Collateral Agent in the collection or disposition of any of the

Collateral. Each Grantor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions

by the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of rights and remedies against the

Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account

of not being indicated in this section. Without limitation of the foregoing, nothing contained in this section shall be construed to

grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement

or by applicable law in the absence of this section.

(e) The

Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement

and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or

other assurances of payment in any particular order, and all of the Collateral Agent’s rights and remedies hereunder and in respect

of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however

existing or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating

to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies

under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations

is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully

may, each Grantor hereby irrevocably waives the benefits of all such laws.

SECTION

9. Indemnity and Expenses.

(a) Each

Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Noteholders harmless

from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without

limitation, reasonable and actual legal fees, costs, expenses, and disbursements of such Person’s counsel) to the extent that they

arise out of or otherwise result from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent

resulting from such Person’s gross negligence or willful misconduct, as determined by a final judgment of a court of competent

jurisdiction no longer subject to appeal.

(b) Each

Grantor agrees, jointly and severally, to pay to the Collateral Agent upon demand the amount of any and all costs and expenses, including

the reasonable fees, costs, expenses and disbursements of counsel for the Collateral Agent and of any experts and agents (including,

without limitation, any collateral trustee which may act as agent of the Collateral Agent), which the Collateral Agent may incur in connection

with (i) the preparation, negotiation, execution, delivery, recordation, administration, amendment, waiver or other modification or termination

of this Agreement or any other Transaction Documents, (ii) the custody, preservation, use or operation of, or the sale of, collection

from, or other realization upon, any Collateral (including but not limited to taxes, assessments, insurance premiums, custody fees, repairs,

rent, storage costs and expenses of sales and any costs to perfect the security interest of the Collateral Agent), (iii) the exercise

or enforcement of any of the rights or remedies of the Collateral Agent hereunder or under any other Transaction Document, or (iv) the

failure by any Grantor to perform or observe any of the provisions hereof or any other Transaction Document (collectively, “Collateral

Costs”). Without waiving such Grantor’s Event of Default (if any) for failure to make any such payment, the Collateral

Agent, following any such failure, at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and

such Collateral Costs payments shall be a part of the Obligations and bear interest at the rate set out in the Notes.

SECTION

10. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified

mail, first-class postage prepaid and return receipt requested), telecopied, e-mailed or delivered, (a) if to any Grantor, to the Company’s

address, email address and/or facsimile number as set forth in Section 9(f) of the Securities Purchase Agreement, (b) if to any Buyer,

to it at its respective address, email address and/or facsimile number as set forth in Section 9(f) of the Securities Purchase Agreement

or (c) if to Collateral Agent, to it at its respective address, email address and/or facsimile number as set forth on its signature page

hereto; or as to any such Person, at such other address as shall be designated by such Person in a written notice to all other parties

hereto complying as to delivery with the terms of this Section 10. All such notices and other communications shall be effective

(a) if sent by certified mail, return receipt requested, when received or five (5) Business Days after deposited in the mails, whichever

occurs first, (b) if telecopied or e-mailed, when transmitted (during normal business hours) and confirmation is received, and otherwise,

the day after the notice or communication was transmitted and confirmation is received, or (c) if delivered in person, upon delivery.

For the avoidance of doubt, all Foreign Subsidiaries, as Grantors, hereby appoint the Company as its agent for receipt of service of

process and all notices and other communications in the United States at the address specified below.

SECTION

11. Miscellaneous.

(a) No

amendment of any provision of this Agreement shall be effective unless it is in writing and signed by each Grantor and the Collateral

Agent (and approved by the Required Holders), and no waiver of any provision of this Agreement, and no consent to any departure by each

Grantor therefrom, shall be effective unless it is in writing and signed by each Grantor and the Collateral Agent (and approved by the

Required Holders), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for

which given. No amendment, modification or waiver of this Agreement shall be effective to the extent that it (1) applies to fewer than

all of the holders of Notes or (2) imposes any obligation or liability on any holder of Notes without such holder’s prior written

consent (which may be granted or withheld in such holder’s sole and absolute discretion).

(b) No

failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right or remedy hereunder or under any of the

other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude

any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Collateral Agent or

any Noteholder provided herein and in the other Transaction Documents are cumulative and are in addition to, and not exclusive of, any

rights or remedies provided by law. The rights and remedies of the Collateral Agent or any Noteholder under any of the other Transaction

Documents against any party thereto are not conditional or contingent on any attempt by such Person to exercise any of its rights or

remedies under any of the other Transaction Documents against such party or against any other Person, including but not limited to, any

Grantor.

provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to

the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity

or enforceability of such provision in any other jurisdiction.

(d) This

Agreement shall create a continuing Lien on and security interest in the Collateral and shall (i) remain in full force and effect until

the full performance and Payment in Full of the Obligations, and (ii) be binding on each Grantor and all other Persons who become bound

as debtor to this Agreement in accordance with Section 9-203(d) of the Code and shall inure, together with all rights and remedies of

the Collateral Agent and the Noteholders hereunder, to the ratable benefit of the Collateral Agent and the Noteholders and their respective

permitted successors, transferees and assigns. Without limiting the generality of clause (ii) of the immediately preceding sentence,

without notice to any Grantor, the Collateral Agent and the Noteholders may assign or otherwise transfer their rights and obligations

under this Agreement and any of the other Transaction Documents, to any other Person and such other Person shall thereupon become vested

with all of the benefits in respect thereof granted to the Collateral Agent and the Noteholders herein or otherwise. Upon any such assignment

or transfer, all references in this Agreement to the Collateral Agent or any such Noteholder shall mean the assignee of the Collateral

Agent or such Noteholder. None of the rights or obligations of any Grantor hereunder may be assigned, delegated or otherwise transferred

without the prior written consent of the Collateral Agent in its sole and absolute discretion, and any such assignment, delegation or

transfer without such consent of the Collateral Agent shall be null and void.

(e) Upon

the full performance and Payment in Full of the Obligations, (i) this Agreement and the security interests created hereby shall terminate

and all rights to the Collateral shall revert to the respective Grantor that granted such security interests hereunder, and (ii) the

Collateral Agent will, upon any Grantor’s request and at such Grantor’s expense, (A) return to such Grantor such of the Collateral

as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof and (B) execute and deliver to such Grantor

such documents as such Grantor shall reasonably request to evidence such termination, all without any representation, warranty or recourse

whatsoever; provided, however, that all indemnities of the Grantors contained in this Agreement shall survive, and remain in full force

and effect regardless of the termination of the security interest or this Agreement. Notwithstanding the foregoing, this Agreement and

the security interests granted hereunder shall be reinstated if at any time any payment or delivery pursuant to the Securities Purchase

Agreement, in whole or in part, is rescinded or must otherwise be returned by the Collateral Agent or any Buyer under the application

of the Bankruptcy Code or any other debtor law, all as though such payment or delivery had not been made.

(f) Governing

Law; Jurisdiction; Jury Trial.

(i) All

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

of the State of Delaware, without giving effect to any provision or rule of law (whether of the State of Delaware or any other jurisdictions)

that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(ii) Each

Grantor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough

of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents

or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or

proceeding, any claim, defense or objection that it is not personally subject to the jurisdiction of any such court, that such suit,

action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by

mailing a copy thereof to such party at the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

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

to preclude the Collateral Agent or the Noteholders from bringing suit or taking other legal action against any Grantor in any other

jurisdiction to collect on a Grantor’s obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent

or a Noteholder.

(iii) WAIVER

OF JURY TRIAL, ETC. EACH GRANTOR IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION

DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(iv) Each

Grantor irrevocably and unconditionally waives any right it may have to claim or recover in any legal action, suit or proceeding referred

to in this Section any special, exemplary, indirect, incidental, punitive or consequential damages.

(v) Without

limiting the generality of the foregoing waivers, each Grantor hereby expressly waives any and all benefits which might otherwise be

available to the Grantors under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433,

and California Code of Civil Procedure Sections 580a, 580b, 580d and 726.

(vi) Each

Grantor expressly waives all rights and defenses arising out of an election of remedies by Collateral Agent, including any defense that

might otherwise be available under Union Bank v. Gradsky, 265 Cal. App. 2nd 40 (1968) and Cathay Bank v. Lee, 14 Cal.App.4th 1533 (1993),

or Section 580d of the California Code of Civil Procedure (or any similar judicial decision or statute), even though that election of

remedies, such as a nonjudicial foreclosure with respect to the security for the Obligations, has destroyed the Grantors’ rights

of subrogation and reimbursement against such any other Grantor by the operation of Section 580d of the California Code of Civil Procedure

or otherwise.

(g) Section

headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(h) This

Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall

be deemed to be an original, but all of which taken together constitute one and the same Agreement. Delivery of any executed counterpart

of a signature page of this Agreement by pdf, facsimile or other electronic transmission shall be effective as delivery of a manually

executed counterpart of this Agreement.

(i) This

Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is

rescinded or must otherwise be returned by the Collateral Agent, any Noteholder or any other Person (upon (i) the occurrence of any Insolvency

Proceeding of any of the Company or any Grantor or (ii) otherwise, in all cases as though such payment had not been made).

SECTION

12. Material Non-Public Information. Upon receipt or delivery by any Grantor of any notice in accordance with the terms of

this Agreement, unless such Grantor has in good faith determined that the matters relating to such notice do not constitute material,

non-public information relating to the Grantor or any of its Subsidiaries, such Grantor shall within one (1) Business Day after any such

receipt or delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event

that such Grantor believes that a notice contains material, non-public information relating to such Grantor or any of its Subsidiaries,

such Grantor so shall indicate to the Collateral Agent and any applicable Noteholder contemporaneously with delivery of such notice,

and in the absence of any such indication, the Collateral Agent and each Noteholder shall be allowed to presume that all matters relating

to such notice do not constitute material, non-public information relating to such Grantor or its Subsidiaries. Nothing contained in

this Section 12 shall limit any obligations of any Grantor, or any rights or remedies of the Collateral Agent or any Noteholder,

under Section 4(l) of the Securities Purchase Agreement.

[REMAINDER

OF THIS PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of

the date first above written.

GRANTORS:

NEXTNRG INC.

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

NEXTNRG HOLDING CORP.

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

EZFILL OPERATIONS, LLC

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

NEXTNRG OPS, LLC

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

[Signature Page to Security and Pledge Agreement]

NEXTCHARGING, LLC

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

NEXTNRG TOPANGA MICROGRID LLC

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

NEXTNRG SUNNYSIDE MICROGRID LLC

By:

/s/

Michael D. farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

[Signature Page to Security and Pledge Agreement]

ACCEPTED

BY:

[●],

WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its officer thereunto duly authorized, as of

the date first above written.

GRANTORS:

NEXTNRG INC.

By:

Name:

Title:

[OTHERS TBD]

By:

Name:

Title:

[Signature Page to Security and Pledge Agreement]

ACCEPTED

BY:

[***]

[Signature Page to Security and Pledge Agreement]

SCHEDULE

Legal

Names; Organizational Identification Numbers;

States

or Jurisdiction of Organization

[***]

S-1

SCHEDULE

Intellectual

Property

Intellectual

Property

[***]

S-2

SCHEDULE

III

[***]

S-3

SCHEDULE

[***]

S-4

SCHEDULE

[***]

S-5

SCHEDULE

[***]

S-6

SCHEDULE

VII

[***]

S-7

SCHEDULE

VIII

[***]

S-8

EXHIBIT

FORM

OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL

PROPERTY SECURITY AGREEMENT

This

INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, modified, supplemented, renewed, restated or replaced from time to time, this “IP

Security Agreement”), dated July 24, 2026, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”)

in favor of [●], in its capacity as collateral agent (the “Collateral Agent”) for the Noteholders. All

capitalized terms not otherwise defined herein shall have the meanings respectively ascribed thereto in the Security Agreement (as defined

below).

WHEREAS,

NextNRG Inc., a Delaware corporation (the “Company”), and each party listed as a “Buyer” therein (collectively,

the “Buyers”) are parties to that certain Securities Purchase Agreement, dated July 24, 2026, pursuant to which the

Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” (as defined therein),

in each case, issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced

from time to time in accordance with the terms thereof, collectively, the “Notes”);

WHEREAS,

it is a condition precedent to the Buyers’ obligation to purchase the Notes under the Securities Purchase Agreement that each Grantor

has executed and delivered that certain Security and Pledge Agreement, dated July 24, 2026, made by the Grantors to the Collateral Agent

(as amended, modified, supplemented, renewed, restated or replaced from time to time, the “Security Agreement”); and

WHEREAS,

under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Collateral

Agent and the Noteholders, a Lien on and security interest in, among other property, certain intellectual property of the Grantors, and

have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the

United States Copyright Office and other governmental authorities.

WHEREAS,

the Grantors have determined that the execution, delivery and performance of this IP Security Agreement directly benefits, and is in

the best interest of, the Grantors.

NOW,

THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities

Purchase Agreement, each Grantor agrees with the Collateral Agent, for the ratable benefit of the Collateral Agent and the Noteholders,

as follows:

SECTION

1. Grant of Security. As collateral security for the due and punctual payment and performance in full of the Obligations, as

and when due, each Grantor hereby pledges and assigns to the Collateral Agent, its successors and permitted assigns, and hereby grants

to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Collateral Agent and the Noteholders, a

continuing Lien on and security interest in, all of such Grantor’s right, title and interest in, to and under the following (the

“Collateral”):

(i) all

of such Grantor’s Patents and Patent applications, including those set forth on Schedule A hereto;

(ii) all

of such Grantor’s Trademark and service mark registrations and applications, including those set forth in Schedule A hereto

(provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely

during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use

trademark applications under applicable federal law), together with the goodwill symbolized thereby;

A-1

(iii) all

Copyrights, whether registered or unregistered, now owned or hereafter acquired by such Grantor, including, without limitation, the copyright

registrations and applications and exclusive copyright licenses set forth in Schedule A hereto;

(iv) all

reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights

in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other

rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(v) any

and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse

or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover,

such damages; and

(vi) any

and all Proceeds, including without limitation Cash and Noncash Proceeds of, collateral for, income, royalties and other payments now

or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the collateral of or arising from

any of the foregoing.

SECTION

2. Security for Obligations. The grant of a Lien on and security interest in, the Collateral by each Grantor under this IP

Security Agreement constitutes continuing collateral security for the payment and performance of all Obligations of such Grantor now

or hereafter existing under or in respect of the Notes and the Transaction Documents, whether direct or indirect, absolute or contingent,

and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action,

costs, expenses or otherwise.

SECTION

3. Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the

Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION

4. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts and by different parties

hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together constitute one and

the same Agreement.

SECTION

5. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the

Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the Lien and security interest hereunder to, and

the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the

terms and provisions of which are incorporated herein by reference as if fully set forth herein.

SECTION

6. Governing Law; Jurisdiction; Jury Trial.

(i) All

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

of the State of New York, without giving effect to any provision or rule of law (whether of the State of New York or any other jurisdictions)

that would cause the application of the laws of any jurisdiction other than the State of New York.

A-2