Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-076897

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0297498-8k_larosa.htm (Primary)

EX-3.1 — FORM OF CERTIFICATE OF DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK OF THE COMPANY (ea029749801ex3-1.htm)

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, BETWEEN THE COMPANY AND INVESTOR, DATED AS OF JULY 10, 2026 (ea029749801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297498-8k_larosa.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 10, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1420 Celebration Blvd., 2nd Floor

Celebration, Florida

34747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (321) 250-1799

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

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

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value

LRHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry into

a Material Definitive Agreement.

Securities Purchase

Agreementw

On July 10, 2026, La Rosa

Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”)

entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company will issue to the Investor 250

shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”),

for a purchase price of $1,000 per share. On the same date, the Company filed a Certificate of Designation of Rights and Preferences of

the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada.

The foregoing description

of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Series E Preferred

Stock

No Dividends; Voting

Rights

The Series E Preferred

Stock bears no dividends. The Series E Preferred Stock has no voting rights except as required by Nevada law and except if the Company

proposes to: (a) amend or repeal any provision of, or add any provision to, its articles of incorporation (the “Certificate of

Incorporation”) or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred

stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided

for the benefit of the Series E Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of

shares of Series E Convertible Preferred Stock; (c) create or authorize (by reclassification or otherwise) any new class or series of

Senior Preferred Stock or Parity Stock (as each term is defined in the Certificate of Designation); (d) purchase, repurchase or redeem

any shares of Junior Stock (as defined in the Certificate of Designation) (other than pursuant to the terms of the Company’s equity

incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Company’s

board of directors)); (e) pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any additional shares

of Series E Preferred Stock; or (g) whether or not prohibited by the terms of the Series E Preferred Stock, circumvent a right of such

shares under the Certificate of Designation.

Conversion Rights

Subject to the Maximum

Percentage (as hereinafter defined), holders of outstanding shares of Series E Preferred Stock are entitled to convert any portion of

the outstanding and unpaid Conversion Amount (as hereinafter defined) thereof into shares of the Company’s common stock, par value

$0.0001 per share (the “Common Stock”) at the Conversion Rate (as hereinafter defined). For such purpose: (i) “Conversion

Amount” means the stated value thereof and any other unpaid amounts owed to such holder(s) under the Transaction Documents (as defined

in the Securities Purchase Agreement); (ii) “Conversion Rate” means the amount determined by dividing (x) such Conversion

Amount by (y) the Conversion Price; and (iii) “Conversion Price”, as of any date of determination and subject to adjustment

as provided therein (if any), at the option of the converting holder(s), either: (A) $1.58 per share (subject to adjustment), or (B) the

“Alternate Conversion Price”. As used herein, “Alternate Conversion Price” means the lowest of (i) the

applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater

of (x) the “Floor Price” (as defined in the COD and adjusted for stock splits, stock dividends, stock combinations,

recapitalizations and similar events) and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock

during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery

of the applicable conversion notice. In the event the holder elects to convert the Series E Preferred Stock at the Alternate Conversion

Price, the Conversion Amount shall be multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation),

105% or (ii) otherwise, 125%.

A holder of Series E

Preferred Stock shall not have the right to convert any portion of their Series E Preferred Stock to the extent that, after giving effect

to such conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”).

Subject to certain exceptions

outlined in the Certificate of Designation, including, but not limited to, equity issuances in connection with its equity incentive plan

and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells,

enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or

other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable

for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price

of the Series E Preferred Stock then in effect, the Conversion Price of the Series E Preferred Stock will be reduced to equal the effective

price per share in such dilutive issuance.

Company Optional Redemption

Rights

Under the Certificate

of Designation, the Company has the right to redeem all, but not less than all, of the then outstanding shares of Series E Preferred Stock

at a price equal to the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate with respect

to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price (as defined therein) of the Common Stock on

any trading day during the period commencing on the date immediately preceding the date of the Company’s notice to the holder(s)

of Series E Preferred Stock of such redemption and ending on the trading day immediately prior to the date the Company makes the entire

redemption payment required to be made under the Certificate of Designation.

The foregoing description

of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the

Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The disclosure under

Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company issued the Series E Preferred Stock

to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule

506(b) under Regulation D promulgated thereunder.

Item 5.03. Amendments

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

On July 9, 2026, in

connection with the SPA, the Board of Directors of the Company approved the filing of the Certificate of Designation ("Certificate

of Designation") with the Secretary of State of the State of Nevada, designating 10,000 shares of preferred stock of the Company as

Series E Preferred Stock. The Certificate of Designation is anticipated to be filed on or about July 10, 2026.

The disclosures

set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 5.03. A copy of the Certificate

of Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

3.1

Form of Certificate of

Designation of Series E Convertible Preferred Stock of the Company

10.1*^

Form of the Securities

Purchase Agreement, between the Company and investor, dated as of July 10, 2026.

104

Cover Page Interactive Data File (embedded with the

Inline XBRL document).

Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

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

Date: July 10, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-3.1 — FORM OF CERTIFICATE OF DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK OF THE COMPANY

EX-3.1

Filename: ea029749801ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

SERIES E CONVERTIBLE PREFERRED STOCK OF

LA ROSA HOLDINGS CORP.

I, Joseph La Rosa, hereby

certify that I am the Chief Executive Officer of La Rosa Holdings Corp. (the “Company”), a corporation organized and

existing under the Nevada Revised Statutes (“NRS”), and further do hereby certify:

That pursuant to the authority

expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s Articles of Incorporation,

as amended (the “Certificate of Incorporation”), the Board on July [8], 2026 adopted the following resolution determining

it desirable and in the best interests of the Company and its stockholders for the Company to create a series of ten thousand (10,000)

shares of preferred stock designated as “Series E Convertible Preferred Stock”, none of which shares have been issued,

to be issued pursuant to the Securities Purchase Agreement (as defined in below), in accordance with the terms of the Securities Purchase

Agreement:

RESOLVED, that pursuant to

the authority vested in the Board, in accordance with the provisions of the Certificate of Incorporation, a series of preferred stock,

par value $0.0001 per share, of the Company be and hereby is created pursuant to this certificate of designation (this “Certificate

of Designation”), and that the designation and number of shares established pursuant hereto and the powers, preferences and

relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof

are as follows:

TERMS OF SERIES E CONVERTIBLE PREFERRED STOCK

1. Designation and Number

of Shares. There shall hereby be created and established a series of preferred stock of the Company designated as “Series E

Convertible Preferred Stock” (the “Series E Convertible Preferred Stock”). The authorized number of shares of

Series E Convertible Preferred Stock (the “Preferred Shares”) shall be ten thousand (10,000) shares. Each Preferred

Share shall have a par value of $0.0001 per share. Capitalized terms not defined herein shall have the meaning as set forth in Section

31 below.

2. Ranking. Except

to the extent that each record holder (each, a “Holder”, and collectively, the “Holders”) of Preferred

Shares expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below) in accordance

with Section 16, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect to the preferences

as to distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein

collectively as “Junior Stock”). For the avoidance of doubt, the Preferred Shares will, with respect to rights on liquidation,

winding-up and dissolution, rank (A) junior to the Senior Preferred Stock, (B) on parity with the Parity Stock and (C) senior to the Junior

Stock. The rights of all such shares of capital stock of the Company shall be subject to the rights, powers, preferences and privileges

of the Preferred Shares. Without limiting any other provision of this Certificate of Designation, without the prior express consent of

the Holder, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank

to the Preferred Shares in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up

of the Company (collectively, the “Senior Preferred Stock”) (ii) of pari passu rank to the Preferred Shares in respect

of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the

“Parity Stock”) or (iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment

of such shares of Junior Stock that is prior to the second anniversary of the first day of issuance of any Preferred Shares (the “Initial

Issuance Date”). In the event of the merger or consolidation of the Company with or into another corporation, the Preferred

Shares shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or

consolidation shall result inconsistent therewith.

3. [Reserved].

4. Conversion. At

any time after the Initial Issuance Date, each Preferred Share shall be convertible into validly issued, fully paid and non-assessable

shares of Common Stock (the “Conversion Shares”), on the terms and conditions set forth in this Section 4.

(a) Holder’s

Conversion Right. Subject to the provisions of Section 4(d), at any time or times on or after the Initial Issuance Date, each Holder

shall be entitled to convert any portion of the outstanding Preferred Shares held by such Holder into validly issued, fully paid and non-assessable

Conversion Shares in accordance with Section 4(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 Common Stock upon conversion

of any Preferred Shares.

(b) Conversion

Rate. Except as otherwise provided herein, the number of Conversion Shares issuable upon conversion of any Preferred Share pursuant

to this Section 4 shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion

Rate”).

(i) For purposes of

this Certificate of Designation, the term “Conversion Amount” means, with respect to each Preferred Share, as of the

applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any other amounts owed to such Holder pursuant

to this Certificate of Designation or any other Transaction Documents.

(ii) For purposes

of this Certificate of Designation, the term “Conversion Price” means, with respect to each Preferred Share, as of

any Conversion Date or other date of determination, $1.58, subject to adjustment as provided herein.

of Conversion. The conversion of each Preferred Share shall be conducted in the following manner:

(i) Optional Conversion.

To convert one or more Preferred Shares into Conversion Shares on any date (a “Conversion Date”), a 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 of the Preferred Share(s) subject to such conversion in the form attached hereto as Exhibit I (the

“Conversion Notice”) to the Company. If required by Section 4(c)(ii), within two (2) Trading Days following a conversion

of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery

to the Company the original certificates, if any, representing the Preferred Shares (the “Preferred Share Certificates”)

so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction

as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice,

the Company shall transmit by electronic mail an acknowledgment of confirmation and representation as to whether such shares of Common

Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit

II, of receipt of such Conversion Notice to such Holder and the Company’s transfer agent (the “Transfer Agent”),

which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms

set forth herein. On or before the first (1st) Trading Day following each 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 Conversion Shares issuable pursuant to such Conversion Notice) (the “Share

Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in the Depository Trust Company

(“DTC”) Fast Automated Securities Transfer Program (“FAST”) and such shares of Common Stock (i)

(A) may then be sold by the applicable Holder pursuant to an available and effective registration statement and (B) such Holder provides

such documentation or other information evidencing the sale of the shares of Common Stock as the Company, the Transfer Agent or legal

counsel to the Company shall reasonably request (which, for the avoidance of doubt, shall not include the requirement of a medallion guarantee

or a legal opinion) or (ii) may be sold by such Holder pursuant to Rule 144 of the 1933 Act, as applicable (the “Resale Eligibility

Conditions”), credit such aggregate number of Conversion Shares to which such Holder shall be entitled pursuant to such conversion

to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if

the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, upon the request of such Holder,

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

the name of such Holder or its designee, for the number of Conversion Shares to which such Holder shall be entitled. If the number of

Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(ii) is greater than

the number of Preferred Shares being converted, then the Company shall, as soon as practicable and in no event later than two (2) Trading

Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and mail to such Holder (or its designee) by overnight

courier service a new Preferred Share Certificate or a new Book-Entry (in either case, in accordance with Section 18(d)) representing

the number of Preferred Shares not converted. The Person or Persons entitled to receive the Conversion Shares issuable upon a conversion

of Preferred Shares shall be treated for all purposes as the record holder or holders of such Conversion Shares on the Conversion Date.

Notwithstanding the foregoing, if a Holder delivers a Conversion Notice to the Company prior to the date of issuance of Preferred Shares

to such Holder, whereby such Holder elects to convert such Preferred Shares pursuant to such Conversion Notice, the Share Delivery Deadline

with respect to any such Conversion Notice shall be the later of (x) the date of issuance of such Preferred Shares and (y) the first (1st)

Trading Day after the date of such Conversion Notice. Notwithstanding anything to the contrary contained in this Certificate of Designation.

(ii) Company’s

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

Deadline, if the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not satisfied, to issue and deliver

to such Holder (or its designee) a certificate for the number of Conversion Shares to which such Holder is entitled and register such

Conversion Shares on the Company’s share register or, if the Transfer Agent is participating in FAST and the Resale Eligibility

Conditions are satisfied, to credit such Holder’s or its designee’s balance account with DTC for such number of Conversion

Shares to which such Holder is entitled upon such Holder’s conversion of any Conversion Amount (as the case may be) and the Company

fails to promptly (x) notify such 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 such Holder is entitled pursuant to such conversion to such 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 (I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline such 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 Conversion

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

connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available to such Holder,

the Company shall, within two (2) Business Days after receipt of such Holder’s request and in such Holder’s discretion, either:

(I) pay cash to such Holder in an amount equal to such 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 such Holder) (the “Buy-In Price”), at which point the Company’s obligation

to so issue and deliver such certificate (and to issue such Conversion Shares) or credit to the balance account of such Holder or such

Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s

conversion hereunder (as the case may be) (and to issue such Conversion Shares) shall terminate, or (II) promptly honor its obligation

to so issue and deliver to such Holder a certificate or certificates representing such Conversion Shares or credit the balance account

of such Holder or such Holder’s designee, as applicable, with DTC for the number of Conversion Shares to which such Holder is entitled

upon such Holder’s conversion hereunder (as the case may be) and pay cash to such 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) (each, a “Buy-In Payment Amount”). In addition to the foregoing, if

on or prior to the Share Delivery Deadline the Transfer Agent is not participating in FAST or the Resale Eligibility Conditions are not

satisfied, the Company shall fail to issue and deliver to such Holder (or its designee) a certificate and register such Conversion Shares

on the Company’s share register or, if the Transfer Agent is participating in the FAST and the Resale Eligibility Conditions are

satisfied, the Transfer Agent shall fail to credit the balance account of such Holder or such Holder’s designee, as applicable,

with DTC for the number of Conversion Shares to which such Holder is entitled upon such Holder’s conversion hereunder or pursuant

to the Company’s obligation pursuant to clause (ii) below, then, in addition to all other remedies available to such Holder, (X)

the Company shall pay in cash to such Holder on each day after the Share Delivery Deadline that the issuance of such Conversion Shares

is not timely effected an amount equal to 2% of the product of (A) the sum of the number of Conversion Shares not issued to such Holder

on or prior to the Share Delivery Deadline and to which such Holder is entitled, multiplied by (B) any trading price of the Common Stock

selected by such 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 (Y) such 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, all, or any portion, of such Preferred Shares 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 4(c)(ii) or otherwise. Nothing herein shall limit

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

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

Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of the Preferred Shares as required pursuant

to the terms hereof.

(iii) Registration;

Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by

electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in

Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”)

for the recordation of the names and addresses of the Holders of each Preferred Share and the Stated Value of the Preferred Shares and

whether the Preferred Shares are held by such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered Preferred

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

each Holder of the Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of a Preferred Share for

all purposes notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration

of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell one or more Registered Preferred

Shares by such Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered

Preferred Shares in the same aggregate Stated Value as the Stated Value of the surrendered Registered Preferred Shares to the designated

assignee or transferee pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as

the case may be) of such Registered Preferred Shares 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 4, following conversion of any Preferred Shares in accordance with the terms hereof, the applicable Holder shall not

be required to physically surrender such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A)

the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which

event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(ii)) or (B) such Holder has provided

the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares

upon physical surrender of the applicable Preferred Share Certificate. Each Holder and the Company shall maintain records showing the

Stated Value 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 such Holder and the Company, so as not to require physical surrender of a Preferred

Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value 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. In the event of any dispute or discrepancy, the records

of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative

in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that,

by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented

by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall

bear the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE

SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES E CONVERTIBLE

PREFERRED STOCK REPRESETED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(ii) THEREOF. THE NUMBER OF SHARES OF SERIES E CONVERTIBLE PREFERRED

STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK STATED ON THE FACE

HEREOF PURSUANT TO SECTION 4(c)(ii) OF THE CERTIFICATE OF DESIGNATION RELATING TO THE SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK REPRESENTED

BY THIS CERTIFICATE.

(iv) Pro Rata Conversion;

Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the

Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from each Holder electing

to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted for conversion on

such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number

of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of Conversion Shares issuable to

a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of Conversion Shares not

in dispute and resolve such dispute in accordance with Section 23. If a Conversion Notice delivered to the Company would result in a breach

of Section 4(d) below, and the applicable Holder does not elect in writing to withdraw, in whole, such Conversion Notice, the Company

shall hold such Conversion Notice in abeyance until such time as such Conversion Notice may be satisfied without violating Section 4(d)

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

(d) Limitation

on Beneficial Ownership.

(i) Beneficial

Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not

have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of

Designation 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, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 9.99% (the “Maximum

Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the

foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties

shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares

of Common Stock issuable upon conversion of the Preferred Shares 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 Preferred Shares beneficially

owned by such 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, convertible preferred stock or warrants,

including the Preferred Shares) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion

or exercise analogous to the limitation contained in this Section 4(d). For purposes of this Section 4(d), beneficial ownership shall

be calculated in accordance with Section 13(d) of the 1934 Act. For the avoidance of doubt, the calculation of the Maximum Percentage

shall take into account the concurrent exercise and/or conversion, as applicable, of the unexercised or unconverted portion of any other

securities of the Company beneficially owned by such Holder and/or any other Attribution Party, as applicable. For purposes of determining

the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the

Maximum Percentage, such 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 a 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 such Holder in writing of the number of shares of Common Stock then

outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined

pursuant to this Section 4(d), to exceed the Maximum Percentage, such 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 any Holder,

the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such 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 such Preferred Shares, by such 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 a Holder upon conversion of such Preferred Shares results in such 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 such 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 such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice

to the Company, any 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 of such Holder 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 such Holder and the other

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

Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designation in excess of the Maximum Percentage shall not

be deemed to be beneficially owned by such 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 such Preferred Shares 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 not

be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(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 4(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

(ii) Principal

Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of any Preferred Shares or otherwise pursuant

to the terms of this Certificate of Designation if the issuance of such shares of Common Stock would exceed the aggregate number of shares

of Common Stock which the Company may issue upon conversion of the Preferred Shares without breaching the Company’s obligations

under the rules and regulations the listing rules of the Principal Market (the maximum number of shares of Common Stock which may be issued

without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the

event that the Company obtains the approval of its stockholders as required by the applicable rules and regulations of the Principal Market

for issuances of shares of Common Stock in excess of such amount. Until such approval is obtained, no Holder shall be issued in the aggregate,

upon conversion of any Preferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the

Initial Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Preferred Shares issued to such Holder on the Initial

Issuance Date, divided by (2) the aggregate number of shares of Preferred Shares and Parity Stock outstanding as of the Initial Issuance

Date (with respect to each Holder, the “Exchange Cap Allocation”). In the event that any Holder shall sell or otherwise

transfer any of such Holder’s Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder’s Exchange

Cap Allocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall

apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in

full of a Holder’s Preferred Shares, the difference (if any) between such Holder’s Exchange Cap Allocation and the number

of shares of Common Stock actually issued to such Holder upon such Holder’s conversion in full of such Preferred Shares shall be

allocated, to the remaining holders of Preferred Shares and Parity Stock on a pro rata basis in proportion to the shares of Common Stock

underlying the shares of preferred stock of the Company then held by each such holder of Preferred Shares and/or Parity Stock, as applicable.

(e) Right of

Alternate Conversion.

(i) General.

Subject to Section 4(d), at any time and from time to time, such Holder may, at such Holder’s option, by delivery of a Conversion

Notice to the Company (the date of any such Conversion Notice, each an “Alternate Conversion Date”), convert all, or

any number of Preferred Shares held by such Holder into shares of Common Stock at the Alternate Conversion Price (each, an “Alternate

Conversion”).

(ii) Mechanics

of Alternate Conversion. On any Alternate Conversion Date, a Holder may voluntarily convert any number of Preferred Shares held by

such Holder pursuant to Section 4(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes

hereunder with respect to such Alternate Conversion and with “the applicable Required Premium multiplied by the Conversion Amount”

replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate in Section 4(b) above with respect to such

Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 4(e)(ii) of this Certificate of Designation

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

Section 4(e)(ii), but subject to Section 4(d), until the Company delivers to such Holder the shares of Common Stock to which such Holder

is entitled pursuant to the applicable Alternate Conversion of such Holder’s Preferred Shares, such Preferred Shares may be converted

by such Holder into shares of Common Stock pursuant to Section 4(c) without regard to this Section 4(e)(ii). In the event of an Alternate

Conversion pursuant to this Section 4(e)(ii) of all, or any portion, of any Preferred Shares of a Holder, such Holder’s damages

would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty

of the availability of a suitable substitute investment opportunity for such Holder. Accordingly, any redemption premium due under this

Section 4(e)(ii), together the Alternate Conversion Price used in such Alternate Conversion, as applicable, is intended by the parties

to be, and shall be deemed, a reasonable estimate of, such Holder’s actual loss of its investment opportunity and not as a penalty.

5. Triggering Events.

(a) General.

Each of the following events shall constitute a “Triggering Event” and each of the events in clauses 5(a)(vii) and

Error! Reference source not found. shall constitute a “Bankruptcy Triggering Event”:

(i) the suspension

from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period of five (5)

consecutive Trading Days;

(ii) the Company’s

(A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5) Trading Days after

the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any holder of Preferred Shares,

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 Preferred Shares into shares of Common Stock that is requested in accordance with the

provisions of this Certificate of Designation, other than pursuant to Section 4(c)(iv) hereof;

(iii) [Reserved];

(iv) the Company’s

failure to pay to any Holder any amount when and as due under this Certificate of Designation, the Securities Purchase Agreement or any

other Transaction Documents or any other agreement, document, certificate or other instrument delivered in connection with the transactions

contemplated hereby and thereby (in each case, whether or not permitted pursuant to the NRS);

(v) the Company fails

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

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

Documents as and when required by such Securities or the Securities Purchase Agreement, as applicable, unless otherwise then prohibited

by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;

(vi) [Reserved];

(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

sixty (60) 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 sixty (60) consecutive days;

(x) [Reserved];

(xi) other than as

specifically set forth in another clause of this Section 5(a), the Company or any Subsidiary breaches any representation or warranty in

any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached

in any respect) or any covenant or other term or condition of any Transaction Document, 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;

(xii) a false or inaccurate

certification (including a false or inaccurate deemed certification) by the Company as to whether any Triggering Event has occurred;

(xiii) any breach

or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this Certificate of Designation;

(xiv) [Reserved];

(xv) any Material

Adverse Effect occurs; or

(xvi) any provision

of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and

binding on or enforceable against the Company, or the validity or enforceability thereof shall be contested, directly or indirectly, by

the Company or any Subsidiary, 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 of its Subsidiaries

shall deny in writing that it has any liability or obligation purported to be created under one or more Transaction Documents.

(b) Notice of

a Triggering Event. Upon the occurrence of a Triggering Event with respect to the Preferred Shares, the Company shall within two (2)

Business Days deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified) (a “Triggering

Event Notice”) to each Holder.

Redemption upon Bankruptcy Triggering Event. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that

is then required or in process, upon any Bankruptcy Triggering Event, the Company shall immediately redeem, in cash, each of the Preferred

Shares then outstanding at a redemption price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied

by (B) the Required Premium and (ii) the product of (X) the Conversion Rate (calculated using the lowest Alternate Conversion Price during

the period commencing on the 20th Trading Day immediately preceding such public announcement and ending on the date the Company makes

the entire redemption payment pursuant to this Section 5(b)) with respect to the Conversion Amount in effect immediately following the

date of initial public announcement (or public filing of bankruptcy documents, as applicable) of such Bankruptcy Triggering Event multiplied

by (Y) the product of (1) the Required Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day

during the period commencing on the date immediately preceding such Bankruptcy Triggering Event and ending on the date the Company makes

the entire payment required to be made under this Section 5(b), without the requirement for any notice or demand or other action by any

Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy

Triggering Event, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder,

including any other rights in respect of such Bankruptcy Triggering Event or any right to conversion (or Alternate Conversion), as applicable.

6. Rights Upon Fundamental

Transactions.

(a) Assumption.

The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the

obligations of the Company under this Certificate of Designation and the other Transaction Documents pursuant to written agreements in

form and substance reasonably satisfactory to the Required Holders, including agreements to deliver to each Holder of Preferred Shares

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of

Designation (including, the right to convert into equity securities of the Successor Entity) and (ii) the Successor Entity (including

its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon

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

date of such Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Company” shall refer

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

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

been named as the Company herein and therein.

(b) Conversion

Right Upon Fundamental Transaction. Upon the consummation of any Fundamental Transaction, each Holder shall have the right, at its

sole option, to convert some or all of its Preferred Shares into the number of shares of Common Stock of the Successor Entity (or Parent

Entity), or the equivalent equity securities issued in such transaction, that such Holder would have been entitled to receive upon conversion

of such Preferred Shares immediately prior to the consummation of the Fundamental Transaction, subject to the terms and conditions of

this Certificate of Designation.

Redemption or Cash Payment. Notwithstanding anything to the contrary herein, neither the Company nor the Successor Entity shall be

required to redeem, repurchase, or otherwise pay cash or other property to any Holder of Preferred Shares in connection with any Fundamental

Transaction or Change of Control, except pursuant to the conversion rights set forth in Section 6(b) or pursuant to Section 4. Any redemption

or repurchase of Preferred Shares shall occur only at the sole option of the Company in accordance with Section 9.

(d) Successive

Fundamental Transactions. The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions

and shall be applied without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designation.

7. Rights Upon Issuance

of Purchase Rights and Other Corporate Events.

(a) Purchase

Rights. In addition to any adjustments pursuant to Section 8 and Section 15 below, if at any time the Company grants, issues or sells

any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially

all of the record holders of any class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to

acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such

Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares (without taking into

account any limitations or restrictions on the convertibility of the Preferred Shares and assuming for such purpose that all the Preferred

Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately prior to the

date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of

which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; provided,

however, to the extent that such Holder’s right to participate in any such Purchase Right would result in such Holder and the other

Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Purchase Right to

such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of

such Purchase Right (and beneficial ownership) to such extent of any such excess) and such Purchase Right to such extent shall be held

in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended

by such number of days held in abeyance, if applicable) for the benefit of such Holder until such time or times, if ever, as its right

thereto would not result in such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times such

Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent

Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,

such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation.

(b) Other Corporate

Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction

pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange

for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that each

Holder will thereafter have the right, at such Holder’s option, to receive upon a conversion of all the Preferred Shares held by

such Holder (i) such securities or other assets (the “Corporate Event Consideration”) to which such Holder would have

been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation

of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares set

forth in this Certificate of Designation) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such

securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event

in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued

with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration

commensurate with the Conversion Rate of an Alternate Conversion. Provision made pursuant the preceding sentence shall be in a form and

substance reasonably satisfactory to the Required Holders. The provisions of this Section 7 shall apply similarly and equally to successive

Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares set forth

in this Certificate of Designation.

8. Rights Upon Issuance

of Other Securities.

(a) Adjustment

of Conversion Price upon Issuance of Common Stock. If and whenever on or after the Closing Date the Company grants, issues or sells

(or enters into any agreement to grant, issue or sell), or in accordance with this Section 8(a) is deemed to have granted, issued or sold,

any shares of Common Stock (including the granting, issuance or sale of shares of Common Stock owned or held by or for the account of

the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold) for a consideration

per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to

such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred to herein as the

“Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive

Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing

(including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 8(a)), the following

shall be applicable:

(i) Issuance of

Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options and

the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion,

exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof

is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold

by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 8(a)(i),

the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or

upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to

the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable

by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such

Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant

to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may

become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange

of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum

of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock upon the

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

issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,

without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit

conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options

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

of such Convertible Securities.

(ii) Issuance of

Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible

Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or

exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution

of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section

8(a)(ii), the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise

or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts

of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or

pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such

Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security

for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise

or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such

Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement to

issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,

without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the

holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price

shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities

or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any

Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 8(a), except

as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.

(iii) Change in

Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration, if

any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities

are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional

changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 8(a) below), the Conversion

Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at

such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration

or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section

8(a)(iii), if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that

was outstanding as of the Closing Date) are increased or decreased in the manner described in the immediately preceding sentence, then

such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall

be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 8(a) shall be made if

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

(iv) Calculation

of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance

or sale or deemed issuance or sale of any other securities of the Company (as determined by the Required Holders, the “Primary

Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”

and together with the Primary Security, each a “Unit”), together comprising one integrated transaction (or one or more

transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor

or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing),

the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the

purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which

one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security and (z) the lowest VWAP on any

Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement

of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the applicable

Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and if any Preferred

Shares are converted, on any given Conversion Date during any such Adjustment Period, solely with respect to such Preferred Shares converted

on such applicable Conversion Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day

immediately prior to such Conversion Date). If any shares of Common Stock, Options or Convertible Securities are issued or sold for a

consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,

except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company

for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding

the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity

in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be

the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common

Stock, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded

securities will be determined jointly by the Company and the Required Holder. If such parties are unable to reach agreement within ten

(10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration

will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent,

reputable appraiser jointly selected by the Company and the Required Holder. The determination of such appraiser shall be final and binding

upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v) Record Date.

If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or

other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares

of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the

shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

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

(b) Adjustment

of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 7 or Section 15, if

the Company at any time on or after the Closing Date subdivides (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion

Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 7 or

Section 15, if the Company at any time on or after the Closing Date combines (by any stock split, stock dividend, stock combination, recapitalization

or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion

Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 8(a)

shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under

this Section 8(a) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price

shall be adjusted appropriately to reflect such event.

Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 8(b), if

the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible

Securities (other than pursuant to a Permitted ATM) (any such securities, “Variable Price Securities”) after the Subscription

Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price

which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,

but exclusive of such formulations reflecting share splits, share combinations, and share dividends (each of the formulations for such

variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof

via electronic mail and overnight courier to each Holder on the date of such agreement and/or the issuance of such shares of Common Stock,

Convertible Securities or Options, as applicable. From and after the date the Company enters into such agreement or issues any such Variable

Price Securities, each Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for

the Conversion Price upon conversion of the Preferred Shares by designating in the Conversion Notice delivered upon any conversion of

Preferred Shares that solely for purposes of such conversion such Holder is relying on the Variable Price rather than the Conversion Price

then in effect. A Holder’s election to rely on a Variable Price for a particular conversion of Preferred Shares shall not obligate

such Holder to rely on a Variable Price for any future conversions of Preferred Shares.

(d) Stock Combination

Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split, stock dividend,

stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination Event”,

and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than the Conversion Price

then in effect (after giving effect to the adjustment in Section 8(a) above), then on the tenth (10th) Trading Day immediately following

such Stock Combination Event Date, the Conversion Price then in effect on such tenth (10th) Trading Day (after giving effect to the adjustment

in Section 8(a) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment

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

made.

(e) Other Events.

In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or,

if applicable, would not operate to protect any Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determine and implement an appropriate

adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no such adjustment pursuant to this Section

8(a) will increase the Conversion Price as otherwise determined pursuant to this Section 8, provided further that if such Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Board and such Holder

shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,

whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.

(f) Calculations.

All calculations under this Section 8 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable.

The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the

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

(g) Voluntary

Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time any Preferred Shares

remain outstanding, with the prior written consent of the Required Holder, reduce the then current Conversion Price to any amount and

for any period of time deemed appropriate by the Board.

9. Redemption at the Company’s

Election. At any time, the Company shall have the right to redeem all, but not less than all, of the Preferred Shares then outstanding

(the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below) (a “Company

Optional Redemption”). The Preferred Shares subject to redemption pursuant to this Section 9 shall be redeemed by the Company

in cash at a price (the “Company Optional Redemption Price”) equal to the greater of (i) the Conversion Amount being

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

being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any

Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on

the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 9. The Company

may exercise its right to require redemption under this Section 9 by delivering a written notice thereof by electronic mail and overnight

courier to all, but not less than all, of the Holders (the “Company Optional Redemption Notice” and the date all of

the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). Such Company Optional

Redemption Notice shall be irrevocable; provided that the Company Optional Redemption Notice may be conditioned upon the consummation

of a refinancing transaction or a Going Private Transaction. The Company Optional Redemption Notice shall (x) state the date on which

the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be less than

ten (10) Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the

aggregate Conversion Amount of the Preferred Shares which is being redeemed in such Company Optional Redemption from such Holder and all

of the other Holders of the Preferred Shares pursuant to this Section 9 on the Company Optional Redemption Date. The Company shall deliver

the applicable Company Optional Redemption Price to each Holder in cash on the applicable Company Optional Redemption Date. Notwithstanding

anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional

Redemption Amount may be converted, in whole or in part, by any Holder into shares of Common Stock pursuant to Section 4. All Conversion

Amounts converted by a Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of

the Preferred Shares of such Holder required to be redeemed on the Company Optional Redemption Date. In the event of the Company’s

redemption of any of the Preferred Shares under this Section 9, a Holder’s damages would be uncertain and difficult to estimate

because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute

investment opportunity for such Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties to be,

and shall be deemed, a reasonable estimate of such Holder’s actual loss of its investment opportunity and not as a penalty. For

the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Triggering Event has occurred and

is continuing, but any Triggering Event shall have no effect upon any Holder’s right to convert Preferred Shares in its discretion.

Notwithstanding the foregoing, with respect to a Going Private Transaction, the Company may effect a Company Optional Redemption under

this Section 9, but with “Change of Control Election Price” replacing “Company Optional Redemption Price” for

all purposes in this Section 9 in connection therewith.

10. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designation, and

will at all times in good faith carry out all the provisions of this Certificate of Designation and take all action as may be required

to protect the rights of the Holders hereunder. Without limiting the generality of the foregoing or any other provision of this Certificate

of Designation or the other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable

upon the conversion of any Preferred Shares above the Conversion Price then in effect, (b) shall take all such actions as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion

of Preferred Shares and (c) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available

out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares,

the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares

then outstanding (without regard to any limitations on conversion contained herein). Notwithstanding anything herein to the contrary,

if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder’s

Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use

its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to

effect such conversion into shares of Common Stock.

11. Authorized Shares.

(a) Reservation.

So long as any Preferred Shares remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common

Stock as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of

the Preferred Shares then outstanding at the Floor Price then in effect (without regard to any limitations on conversions) (the “Required

Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)

shall be allocated pro rata among the Holders based on the number of the Preferred Shares held by each Holder on the Initial Issuance

Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event

that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata

portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases

to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of the Preferred

Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of

the securities of the Company held by such Holder (or any of its designees) by delivery of a written notice to the Company.

(b) Insufficient

Authorized Shares. If, notwithstanding Section 11 (a) and not in limitation thereof, at any time while any of the Preferred Shares

remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation

to reserve for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Reserve

Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the

Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount

for the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the

date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized

Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares

of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its

best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board

of directors to recommend to the stockholders that they approve such proposal (or, if a majority of the voting power then in effect of

the capital stock of the Company consents to such increase, in lieu of such proxy statement, deliver to the stockholders of the Company

an information statement that has been filed with (and either approved by or not subject to comments from) the SEC with respect thereto).

Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to obtain the written consent of

a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares

of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information

Statement on Schedule 14C. Nothing contained in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under any

provision of the Securities Purchase Agreement.

12. Voting Rights.

The holders of the Preferred Shares shall have no voting power and no right to vote on any matter at any time, either as a separate series

or class or together with any other series or class of share of capital stock, and shall not be entitled to call a meeting of such holders

for any purpose nor shall they be entitled to participate in any meeting of the holders of Common Stock, except as provided in the Section

16 or as otherwise required by the NRS.

13. [Reserved].

14. Liquidation, Dissolution,

Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of the Company,

whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”), before

any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount

per Preferred Share equal to the greater of (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment and

(B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to

the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the Holders and holders

of shares of Parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal

to the full amount of Liquidation Funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance

with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to

all holders of Preferred Shares and all holders of shares of Parity Stock. To the extent necessary, the Company shall cause such actions

to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted by law, the proceeds of a Liquidation Event to

be distributed to the Holders in accordance with this Section 14. All the preferential amounts to be paid to the Holders under this Section

14 shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any

Liquidation Funds of the Company to the holders of shares of Junior Stock in connection with a Liquidation Event as to which this Section

14 applies.

15. Distribution of Assets.

In addition to any adjustments pursuant to Section 7 and Section 8, if the Company shall declare or make any dividend or other distributions

of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise

(including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,

reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),

then each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if such Holder had held the number of shares

of Common Stock acquirable upon complete conversion of the Preferred Shares (without taking into account any limitations or restrictions

on the convertibility of the Preferred Shares and assuming for such purpose that the Preferred Share was converted at the Alternate Conversion

Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such

record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,

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

and the other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such Distribution

to such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result

of such Distribution (and beneficial ownership) to such extent of any such excess) and the portion of such Distribution shall be held

in abeyance for the benefit of such Holder until such time or times as its right thereto would not result in such Holder and the other

Attribution Parties exceeding the Maximum Percentage, at which time or times, if any, such Holder shall be granted such Distribution (and

any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same

extent as if there had been no such limitation).

16. Vote to Change the

Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the

holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining

the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting

together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation

or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action

would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit

of the Preferred Shares hereunder, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation

or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of Series

E Convertible Preferred Stock; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise)

any new class or series of Senior Preferred Stock or Parity Stock; (d) purchase, repurchase or redeem any shares of Junior Stock (other

than pursuant to the terms of the Company’s equity incentive plans and options and other equity awards granted under such plans

(that have in good faith been approved by the Board)); (e) without limiting any provision of Section 2, pay dividends or make any other

distribution on any shares of any Junior Stock; (f) issue any Preferred Shares other than as contemplated hereby or pursuant to the Securities

Purchase Agreement; or (g) without limiting any provision of Section 14, whether or not prohibited by the terms of the Preferred Shares,

circumvent a right of the Preferred Shares hereunder.

17. Transfer of Preferred

Shares. A Holder may offer, sell or transfer some or all of its Preferred Shares without the consent of the Company subject only to

the provisions of Section 2(g) of the Securities Purchase Agreement.

18. Reissuance of Preferred

Share Certificates and Book Entries.

(a) Transfer.

If any Preferred Shares are to be transferred, the applicable Holder shall surrender the applicable Preferred Share Certificate to the

Company (or, if the Preferred Shares are held in Book-Entry form, a written instruction letter to the Company), whereupon the Company

will forthwith issue and deliver upon the order of such Holder a new Preferred Share Certificate (in accordance with Section 18(d)) (or

evidence of the transfer of such Book-Entry), registered as such Holder may request, representing the outstanding number of Preferred

Shares being transferred by such Holder and, if less than the entire outstanding number of Preferred Shares is being transferred, a new

Preferred Share Certificate (in accordance with Section 18(d)) to such Holder representing the outstanding number of Preferred Shares

not being transferred (or evidence of such remaining Preferred Shares in a Book-Entry for such Holder). Such Holder and any assignee,

by acceptance of the Preferred Share Certificate or evidence of Book-Entry issuance, as applicable, acknowledge and agree that, by reason

of the provisions of Section 4(c)(i) following conversion or redemption of any of the Preferred Shares, the outstanding number of Preferred

Shares represented by the Preferred Shares may be less than the number of Preferred Shares stated on the face of the Preferred Shares.

(b) Lost, Stolen

or Mutilated Preferred Share Certificate. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,

theft, destruction or mutilation of a Preferred Share Certificate (as to which a written certification and the indemnification contemplated

below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the applicable

Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of such Preferred

Share Certificate, the Company shall execute and deliver to such Holder a new Preferred Share Certificate (in accordance with Section

18(d)) representing the applicable outstanding number of Preferred Shares.

Share Certificate and Book-Entries Exchangeable for Different Denominations and Forms. Each Preferred Share Certificate is exchangeable,

upon the surrender hereof by the applicable Holder at the principal office of the Company, for a new Preferred Share Certificate or Preferred

Share Certificate(s) or new Book-Entry (in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the

Preferred Shares in the original Preferred Share Certificate, and each such new Preferred Share Certificate and/or new Book-Entry, as

applicable, will represent such portion of such outstanding number of Preferred Shares from the original Preferred Share Certificate as

is designated in writing by such Holder at the time of such surrender. Each Book-Entry may be exchanged into one or more new Preferred

Share Certificates or split by the applicable Holder by delivery of a written notice to the Company into two or more new Book-Entries

(in accordance with Section 18(d)) representing, in the aggregate, the outstanding number of the Preferred Shares in the original Book-Entry,

and each such new Book-Entry and/or new Preferred Share Certificate, as applicable, will represent such portion of such outstanding number

of Preferred Shares from the original Book-Entry as is designated in writing by such Holder at the time of such surrender.

(d) Issuance

of New Preferred Share Certificate or Book-Entry. Whenever the Company is required to issue a new Preferred Share Certificate or a

new Book-Entry pursuant to the terms of this Certificate of Designation, such new Preferred Share Certificate or new Book-Entry (i) shall

represent, as indicated on the face of such Preferred Share Certificate or in such Book-Entry, as applicable, the number of Preferred

Shares remaining outstanding (or in the case of a new Preferred Share Certificate or new Book-Entry being issued pursuant to Section 18(a)

or Section 18(c), the number of Preferred Shares designated by such Holder) which, when added to the number of Preferred Shares represented

by the other new Preferred Share Certificates or other new Book-Entry, as applicable, issued in connection with such issuance, does not

exceed the number of Preferred Shares remaining outstanding under the original Preferred Share Certificate or original Book-Entry, as

applicable, immediately prior to such issuance of new Preferred Share Certificate or new Book-Entry, as applicable, and (ii) shall have

an issuance date, as indicated on the face of such new Preferred Share Certificate or in such new Book-Entry, as applicable, which is

the same as the issuance date of the original Preferred Share Certificate or in such original Book-Entry, as applicable.

19. Remedies, Characterizations,

Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and

in addition to all other remedies available under this Certificate of Designation and any of the other Transaction Documents, at law or

in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit any Holder’s

right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designation.

No failure on the part of a Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver

thereof; nor shall any single or partial exercise by such Holder of any right, power or remedy preclude any other or further exercise

thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of a Holder at law or equity

or under this Certificate of Designation or any of the documents shall not be deemed to be an election of such Holder’s rights or

remedies under such documents or at law or equity. The Company covenants to each Holder that there shall be no characterization concerning

this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion

and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly provided

herein, be subject to any other obligation of the Company (or the performance thereof). No failure on the part of a Holder to exercise,

and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

by such Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power

or remedy. In addition, the exercise of any right or remedy of any Holder at law or equity or under Preferred Shares or any of the documents

shall not be deemed to be an election of such Holder’s rights or remedies under such documents or at law or equity. The Company

acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for

any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, each Holder

shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive

or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and

without posting a bond or other security. The Company shall provide all information and documentation to a Holder that is requested by

such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designation.

20. Payment of Collection,

Enforcement and Other Costs. If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement or is

collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of

Designation with respect to the Preferred Shares or to enforce the provisions of this Certificate of Designation or (b) there occurs any

bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a

claim under this Certificate of Designation, then the Company shall pay the costs reasonably incurred by such Holder for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Certificate of Designation

with respect to any Preferred Shares shall be affected, or limited, by the fact that the purchase price paid for each Preferred Share

was less than the original Stated Value thereof.

21. Construction; Headings.

This Certificate of Designation shall be deemed to be jointly drafted by the Company and the Holders and shall not be construed against

any such Person as the drafter hereof. The headings of this Certificate of Designation are for convenience of reference and shall not

form part of, or affect the interpretation of, this Certificate of Designation. 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 Certificate of Designation instead of just the provision in which they are found. Unless expressly indicated otherwise, all section

references are to sections of this Certificate of Designation. Terms used in this Certificate of Designation and not otherwise defined

herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Initial Issuance Date in

such other Transaction Documents unless otherwise consented to in writing by the Required Holders.

22. Failure or Indulgence

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

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

or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative

of the waiving party. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all Holders and shall not

be construed against any Person as the drafter hereof. Notwithstanding the foregoing, nothing contained in this Section 22 shall permit

any waiver of any provision of Section 4(d).

23. Dispute Resolution.

(a) Submission

to Dispute Resolution.

(i) In the case of

a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a VWAP or a fair market

value or the arithmetic calculation of a Conversion Rate, or the applicable redemption price (as the case may be) (including, without

limitation, a dispute relating to the determination of any of the foregoing), the Company or the applicable Holder (as the case may be)

shall submit the dispute to the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence

of the circumstances giving rise to such dispute or (B) if by such Holder at any time after such Holder learned of the circumstances giving

rise to such dispute. If such Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such

Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation

of such Conversion Rate or such applicable redemption price (as the case may be), at any time after the second (2nd) Business

Day following such initial notice by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as

the case may be), then such Holder may, with the consent of the Company (not to be unreasonably withheld, conditioned or delayed), select

an independent, reputable investment bank to resolve such dispute.

(ii) Such Holder and

the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the

first sentence of this Section 23 and (B) written documentation supporting its position with respect to such dispute, in each case, no

later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such Holder selected

such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses

(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed

that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline,

then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its

right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment

bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to

the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by

such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other support

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

(iii) The Company

and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of

such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The dispute shall be governed

by the laws of the state of Nevada, and hearings held by the arbitrator, if any, shall take place in Reno, Nevada or such other location

as mutually agreed between the parties. The fees and expenses of such investment bank shall be borne by the party in whose favor the investment

bank decides such dispute or, in the event that the investment bank determines that the applicable calculation is in between the amounts

submitted by the Company and such Holder, then half of such fees and expenses shall be borne by the Company and half of such fees and

expenses shall be borne by the Holder, and such investment bank’s resolution of such dispute shall be final and binding upon all

parties absent manifest error, subject to NRS 38.241 and NRS 38.242.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company and each

Holder (and constitutes an arbitration agreement) under the rules then in effect under the Nevada Uniform Arbitration Act of 2000, (ii)

the terms of this Certificate of Designation and each other applicable Transaction Document shall serve as the basis for the selected

investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)

to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank

in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations

and the like to the terms of this Certificate of Designation and any other applicable Transaction Documents, (iii) the applicable Holder

(and only such Holder with respect to disputes solely relating to such Holder), in its sole discretion, shall have the right to submit

any dispute described in this Section 23 to any state or federal court sitting in Reno, Nevada, in lieu of utilizing the procedures set

forth in this Section 23 and (iv) nothing in this Section 23 shall limit such Holder from obtaining any injunctive relief or other equitable

remedies (including, without limitation, with respect to any matters described in this Section 23).

24. Notices; Currency;

Payments.

(a) Any notices,

consents, waivers or other communications required or permitted to be given under the terms of this Certificate of Designation must be

in writing and will be deemed to have been delivered on the earliest of: (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 address and e-mail address for any such communications

to the Company shall be: 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 Attention: Joseph La Rosa, e-mail address:

joe@larosarealtycorp.com, or such other mailing address and/or e-mail address as the Company has specified by written notice given to

each of the Holders in accordance with this Section 24 not later than five (5) days prior to the effectiveness of such change. The mailing

address and e-mail address for any such communications to any Holder shall be as set forth on such Holder’s respective signature

page to the Securities Purchase Agreement, or such other mailing address and/or e-mail address as such Holder has specified by written

notice given to the Company in accordance with this Section 24 not later than five (5) days prior to the effectiveness of such change.

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.

(b) The Company

shall provide each Holder with prompt written notice of all actions taken pursuant to this Certificate of Designation, including in reasonable

detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company shall give

written notice to each Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying,

the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes

a record (A) with respect to any dividend or distribution upon the Common Stock, or (B) for determining rights to vote with respect to

any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public

prior to or in conjunction with such notice being provided to such Holder.

All dollar amounts referred to in this Certificate of Designation are in United States Dollars (“U.S. Dollars”), and

all amounts owing under this Certificate of Designation 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 Certificate of Designation,

the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed

that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such

period of time).

(d) Payments.

Whenever any payment of cash is to be made by the Company to any Person pursuant to this Certificate of Designation, unless otherwise

expressly set forth herein, such payment shall be made in lawful money of the United States of America by wire transfer of immediately

available funds pursuant to wire transfer instructions that Holder shall provide to the Company in writing from time to time. Whenever

any amount expressed to be due by the terms of this Certificate of Designation is due on any day which is not a Business Day, the same

shall instead be due on the next succeeding day which is a Business Day.

25. Waiver of Notice.

To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices

in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designation and the Securities

Purchase Agreement.

26. Governing Law.

This Certificate of Designation shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Certificate of Designation shall be governed by, the internal laws of the State of Nevada, without

giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that

would cause the application of the laws of any jurisdictions other than the State of Nevada. Except as otherwise required by Section 23

above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Reno, Nevada, for

the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and

hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to

the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such

suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

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

by law. Nothing contained herein (i) shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action

against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder, to realize on any collateral

or any other security for such obligations, or to enforce a judgment or other court ruling in favor of such Holder or (ii) shall limit,

or shall be deemed or construed to limit, any provision of Section 23 above. THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES

ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH

OR ARISING OUT OF THIS CERTIFICATE OF DESIGNATION OR ANY TRANSACTION CONTEMPLATED HEREBY.

27. Judgment Currency.

(a) If for the purpose

of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert into any other

currency (such other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”) an amount

due in U.S. Dollars under this Certificate of Designation, the conversion shall be made at the Exchange Rate prevailing on the Trading

Day immediately preceding:

(i) the date actual

payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will

give effect to such conversion being made on such date: or

(ii) the date on which

the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion

is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If in the case

of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the Exchange Rate prevailing

between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount

as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date

of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the

judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

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 Certificate of Designation.

28. Reserved.

29. Severability. If

any provision of this Certificate of Designation 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 Certificate of Designation so long as this Certificate of Designation 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).

36. Maximum Payments.

Without limiting any provision contained in the Securities Purchase Agreement, nothing contained herein shall be deemed to establish or

require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the

rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such

maximum shall be credited against amounts owed by the Company to the applicable Holder and thus refunded to the Company.

30. Stockholder Matters;

Amendment.

(a) Stockholder

Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the NRS, the

Certificate of Incorporation, this Certificate of Designation or otherwise with respect to the issuance of Preferred Shares may be effected

by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance

with the applicable rules and regulations of the NRS. This provision is intended to comply with the applicable sections of the NRS permitting

stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment.

Except for Section 4(d)(i), which may not be amended or waived hereunder, this Certificate of Designation or any provision hereof may

be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance

with the NRS, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then

be required pursuant to the NRS and the Certificate of Incorporation. Except (a) to the extent

otherwise expressly provided in this Certificate of Designation or the Certificate of Incorporation with respect to voting or approval

rights of a particular class or series of capital stock or (b) to the extent otherwise provided pursuant to the NRS, the holders

of each outstanding class or series of shares of the Company shall not be entitled to vote as a separate voting group on any amendment

to the terms of this Certificate of Designation with respect to which such class or series would otherwise be entitled under the NRS to

vote as a separate voting group.

31. Certain Defined Terms.

For purposes of this Certificate of Designation, the following terms shall have the following meanings:

(a) “1933

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

(b) “1934

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

Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or

sale (or deemed issuance or sale in accordance with Section 8(a)) of shares of Common Stock (other than rights of the type described in

Section 7(a) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect

to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d) “Affiliate”

or “Affiliated” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled

by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a

Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of

directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e) “Alternate

Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable

Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the

Floor Price and (y) 90% of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including

the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate

Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock

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

Conversion Measuring Period.

(f) [Reserved].

(g) “Approved

Stock Plan” means any employee benefit plan or agreement which has been approved by the Board prior to or subsequent to the

Closing Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer,

consultant or director for services provided to the Company in their capacity as such.

(h) “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised by a Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and (iv) any

other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with such Holder’s and

the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively

such Holder and all other Attribution Parties to the Maximum Percentage.

(i) “Black

Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case

may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”

function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day

immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option, Convertible

Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period

equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of

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

equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing

a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security

or Adjustment Right (as the case may be).

(j) “Bloomberg”

means Bloomberg, L.P.

(k) “Book-Entry”

means each entry on the Register evidencing one or more Preferred Shares held by a Holder in lieu of a Preferred Share Certificate issuable

hereunder.

(l) “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any Governmental Authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York generally are open for use by customers on such day.

(m) “Cash”

of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP,

and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned

Subsidiaries on a consolidated basis on such date.

(n) “Change

of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned

Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the shares of

Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to

elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,

recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction

of incorporation of the Company or any of its Subsidiaries.

(o) “Change

of Control Election Price” means, with respect to any given Change of Control, such price equal to the greatest of (i) the product

of (A) the Required Premium multiplied by (B) the Conversion Amount of the Preferred Shares subject to the applicable election, as applicable,

(ii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed or exchanged, as applicable, multiplied by (B) the

quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date

immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement

of such Change of Control and ending on the date the Company delivers the Company Optional Redemption Notice by (II) the Alternate Conversion

Price then in effect, and (iii) the product of (A) the Conversion Amount of the Preferred Shares being redeemed multiplied by (B) the

quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock

to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration

constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading

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

following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day

immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect.

(p) “Closing

Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and

last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market

begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may

be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,

or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or

last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of

such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing

bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,

respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular

date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date

shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders

are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures

in Section 23. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions during such period.

(q) “Closing

Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued

the Preferred Shares pursuant to the terms of the Securities Purchase Agreement.

(r) “Code”

means the Internal Revenue Code of 1986, as amended.

(s) “Common

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

which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(t) “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.

(u) [Reserved].

(v) “Convertible

Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly

or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares

of Common Stock.

(w) “Eligible

Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the

Nasdaq Capital Market.

(x) “Eligible

Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of

the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment

policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.

(y) “Event

Market Price” means, with respect to any Stock Combination Event Date, 100% of the quotient determined by dividing (x) the sum

of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15)

consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such

Stock Combination Event Date, divided by (y) five (5).

(z) [Reserved].

(aa) [Reserved].

(bb) [Reserved].

(cc) “Excluded

Securities” means (i) Common Stock or standard options to purchase shares of Common Stock issued to existing or prospective

directors, officers, sales agents, consultants or service providers of the Company or any Subsidiary of the Company for services rendered

to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above) or as inducement or similar awards granted

outside of an Approved Stock Plan; (ii) Common Stock issued upon the conversion or exercise of Convertible Securities or Options (other

than standard options to purchase shares of Common Stock that are covered by clause (i) above) issued prior to the Subscription Date;

(iii) the shares of Common Stock issuable upon conversion of the Note or otherwise pursuant to the terms of the Note; provided, that the

terms of the Note are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant

to the terms thereof in effect as of the Subscription Date), (iv) the shares of Common Stock issuable upon conversion of the Preferred

Shares or otherwise pursuant to the terms of this Certificate of Designation, (v) the Interest Shares (as defined in the Note), (vi) any

shares of Common Stock issued or issuable in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing

arrangements, and strategic partnerships, joint venture, strategic alliance, or other commercial relationship with any Person (including

Persons that are customers, suppliers, and strategic partners of the Company or any of its Subsidiaries) relating to the operation of

the Company’s or any of its Subsidiaries’ business, provided that (x) the primary purpose of such issuance is not to raise

capital as reasonably determined, and (y) the purchaser or acquirer or recipient of the securities in such issuance solely consists of

either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic

or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the stockholders,

partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is, itself or through its

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

to the Company additional benefits in addition to the investment of funds, and (IV) the number or amount of securities issued to such

Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair market value of the

contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets or securities

to be acquired by the Company, as applicable, (vii) any shares of Common Stock issued in connection with a Permitted ATM, (viii) the Series

B Convertible Preferred Stock, par value $0.0001 per share, issued pursuant to that certain Amendment and Exchange Agreement, dated July

18, 2025, and the shares of Common Stock issuable upon conversion thereof, (ix) the Senior Secured Convertible Notes issued pursuant to

the securities purchase agreement, dated November 12, 2025, and the shares of Common Stock issuable upon conversion thereof and (x) securities

issued pursuant to an equity line of credit facility.

(dd) “FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Certificate of Designation (or any amended or successor version that

is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections

of the Code.

(ee) “Fiscal

Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s

fiscal year as of the date hereof that ends on December 31.

(ff) “Floor

Price” means $0.26 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events),

or, subject to the rules and regulations of the Principal Market, such lower price as the Company and the Required Holders may agree,

from time to time.

(gg) “Fundamental

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another

Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of

the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,

or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject

to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either

(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common

Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender

or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,

or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial

owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,

either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated

as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or

party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock

such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%

of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,

directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject

Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,

reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,

scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least

50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary

voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Certificate

of Designation calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage

of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the

Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders

of the Company to surrender their shares of Common Stock without approval of the stockholders of the Company or (C) directly or indirectly,

including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any

other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case

this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to

the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended

treatment of such instrument or transaction.

(hh) “GAAP”

means United States generally accepted accounting principles, consistently applied.

(ii) “Going

Private Transaction” means any Change of Control (i) pursuant to which, the Company (and the Successor Entity, if applicable)

ceases to have any securities registered under the 1934 Act or (ii) that results in the purchase and/or cancellation of all of the Common

Stock of the Company solely for cash (and not in whole, or in part, for any other securities of any Person).

(jj) “Group”

means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.

(kk) “Governmental

Authority” means any federal, foreign, state, county, municipal, provincial, or local governmental authority, court, judicial

body, arbitration tribunal, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative,

or other agency, or any political or other subdivision, department, commission, board, bureau, branch, division, ministry, or instrumentality

of any of the foregoing.

(ll) “Indebtedness”

means 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

United States generally accepted accounting principles consistently applied for the periods covered thereby (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 United States generally accepted accounting principles, 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 mortgage,

deed of trust, lien, pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets

(including accounts and contract rights) with respect to any asset or property 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.

(mm) “Intellectual

Property Rights” means, with respect to the Company and its Subsidiaries, all of their 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.

(nn) “Investment”

means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan,

advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the

purchase of any assets of another Person for greater than the fair market value of such assets.

(oo) “Liquidation

Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary liquidation, dissolution

or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of the assets of the business

of the Company and its Subsidiaries, taken as a whole.

(pp) “Material

Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations,

condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken as a whole, or on the

transactions contemplated hereby or on the other Transaction Documents, or by the agreements and instruments to be entered into in connection

therewith or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(qq) “Note”

means the senior secured convertible note issued to the initial Holder on February 4, 2025 pursuant to the securities purchase agreement

dated February 4, 2025.

(rr) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(ss) “Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent

equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent

Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(tt) “Permitted

ATM” shall mean an “at-the-market” offering program made by the Company under an effective registration statement

on Form S-3 to issue up to the maximum number of shares permitted by Instruction I.B.6 to such Form; provided that no share of Common

Stock shall be issued pursuant to such offering at a price per share less than the Floor Price.

(uu) [Reserved].

(vv) [Reserved].

(ww) [Reserved].

(xx) “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity or a government or any department or agency thereof.

(yy) “Price

Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the

ten (10) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed 75% of the Conversion

Price on such date of determination (excluding for such purpose any temporary reductions in the Conversion Price made in accordance with

Section 8(g)) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring

after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during any such measuring period.

(zz) “Principal

Market” means, as of any time of determination, the principal trading market, if any, in which the shares of Common Stock then

trade.

(aaa) [Reserved].

(bbb) “Required

Premium” means (x) solely if in connection with a Change of Control at a time no other Triggering Event exists, 105% or (y)

otherwise, 125%.

(ccc) “SEC”

means the United States Securities and Exchange Commission or the successor thereto.

(ddd) “Securities”

shall mean the Preferred Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares.

(eee) “Securities

Purchase Agreement” means that certain securities purchase agreement, dated as of May 26, 2026, by and between the Company and

the initial Holder.

(fff) “Stated

Value” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,

reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred

Shares.

(ggg) “Subsequent

Placement” means any direct, or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal

of (or announcement of 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, any debt, any preferred stock or any purchase rights) by the Company

or any of its Subsidiaries.

(hhh) “Stock

Combination Event” means the occurrence at any time and from time to time on or after the Subscription Date of any stock split,

stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock.

(iii) “Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(jjj) “Subscription

Date” means May 26, 2026.

(kkk) “Subsidiary”

shall have the meaning set forth in the Securities Purchase Agreement.

(lll) “Successor

Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving

any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction

shall have been entered into.

(mmm) “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any

day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the

Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading

Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours

or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange

or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00

p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the applicable 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.

(nnn) “Transaction

Document” shall have the meaning set forth in the Securities Purchase Agreement.

(ooo) “Volume

Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on

Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading

Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less

than $50,000.

(ppp) “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of such security, then

such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately adjusted

for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

32. Disclosure. Upon

receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designation, unless the Company has

in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company

or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business Day immediately following such

notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event

that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries,

the Company so shall indicate to the applicable Holder explicitly in writing in such notice (or promptly (but no later than the next Business

Day) following receipt of notice from such Holder, as applicable), and in the absence of any such written indication in such notice (or

notification from the Company promptly (but no later than the next Business Day) following receipt of notice from such Holder), such Holder

shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to

the Company or any of its Subsidiaries.

33. Absence of Trading

and Disclosure Restrictions. The Company acknowledges and agrees that no Holder is a fiduciary or agent of the Company and that each

Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading

any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of such

Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure

agreement, the Company acknowledges that each Holder may freely trade in any securities issued by the Company, may possess and use any

information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

[The remainder of the page is intentionally left

blank]

IN WITNESS WHEREOF, the Company

has caused this Certificate of Designation of the Certificate of Incorporation La Rosa Holdings Corp. to be signed by its Chief Executive

Officer on this 26th day of May, 2026.

La Rosa Holdings Corp.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EXHIBIT I

LA ROSA HOLDINGS CORP.

CONVERSION NOTICE

Reference is made to the Certificate

of Designation of the Certificate of Incorporation of La Rosa Holdings Corp., a Nevada corporation (the “Company”)

establishing the terms, preferences and rights of the Series E Convertible Preferred Stock, $0.0001 par value (the “Preferred

Shares”) of the Company (the “Certificate of Designation”). In accordance with and pursuant to the Certificate

of Designation, the undersigned hereby elects to convert the number of Preferred Shares indicated below into shares of common stock, $0.0001

value per share (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate number of Preferred Shares to be converted:

Aggregate Stated Value of such Preferred Shares to be converted:

AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

☐

If this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the

following Alternate Conversion Price:____________

Please issue the Common Stock into which the applicable

Preferred Shares are being converted to Holder, or for its benefit, as follows:

☐

Check here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

☐

Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:

E-mail Address:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by

the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company of a customary

144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue

the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from

the Company and acknowledged and agreed to by ________________________.

LA ROSA HOLDINGS

CORP.

By:

Name:

Title:

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, BETWEEN THE COMPANY AND INVESTOR, DATED AS OF JULY 10, 2026

EX-10.1

Filename: ea029749801ex10-1.htm · Sequence: 3

Exhibit 10.1

PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE

AGREEMENT (the “Agreement”), dated as of July 10, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation

with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), and each of

the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A. The

Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

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

D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. The

Company has authorized a new series of convertible preferred stock of the Company designated as Series E Convertible Preferred Stock,

par value $0.0001 (the “Series E Preferred Stock”), the terms of which are set forth in the certificate of designation

for such series of Preferred Stock substantially in the form attached hereto as Exhibit A (the “Certificate of

Designations”), which Series E Preferred Stock shall be convertible into shares Common Stock (as defined below) (the shares

of Common Stock issuable upon conversion of the Series E Preferred Stock, the “Conversion Shares”), in accordance with

the terms of the Certificate of Designations.

C. Each

Buyer wishes to purchase, and the Company wishes to sell, at the Closing (as defined below), upon the terms and conditions stated in this

Agreement, (i) the aggregate number of Series E Preferred Stock (the “Preferred Stock”) set forth opposite such Buyer’s

name in column (2) on the Schedule of Buyers, of which, the Purchase Price (as defined below) attributable to the number of Preferred

Stock set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers will be funded on the Closing Date (as defined

below).

D. The

Preferred Stock and the Conversion Shares are collectively referred to herein as the “Securities.”

AGREEMENT

NOW, THEREFORE, in consideration of the premises

and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Company and each Buyer hereby agree as follows:

1. PURCHASE AND SALE OF PREFERRED STOCK.

(a) Purchase

of Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall

issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined

below), the aggregate number of Preferred Stock as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

(b) The

closing (the “Closing”) of the purchase of Preferred Stock by the Buyers shall occur at the offices of Pryor Cashman

LLP, 7 Times Square, 40th Floor, New York, NY 10036. The date and time of the Closing (the “Closing Date”)

shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and

7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

Price. The aggregate purchase price for the Preferred Stock to be purchased by each Buyer at the Closing (the “Purchase Price”)

shall be the amount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers. Each Buyer shall pay the $1,000

stated value (the “Stated Value”) of each Preferred Share to be purchased by such Buyer at the Closing.

(d) Form

of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the

amounts withheld pursuant to Section 4(g)) to the Company for the Preferred Stock to be issued and sold to such Buyer at the Closing,

by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall

deliver to each Buyer the aggregate number of Preferred Stock as is set forth opposite such Buyer’s name in column (3) of the Schedule

of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents

and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:

(a) Organization;

Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its

organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

(as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No

Public Sale or Distribution. Such Buyer (i) is acquiring its Preferred Stock, and (ii) upon conversion of its Preferred Stock will

acquire the Conversion Shares issuable upon thereof for its own account and not with a view towards, or for resale in connection with,

the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under

the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty,

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

accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently

have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable

securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,

a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below)

or any department or agency thereof.

Investor Status; No Disqualifying Events. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D. To the extent such Buyer is a beneficial owner of 10% or more of Company Common Stock as of the date hereof or as of

the Closing Date, none of (i) such Buyer, (ii) any of such Buyer’s directors, executive officers, other officers that may serve as a director

or officer of any company in which it invests, general partners or managing members, or (iii) any beneficial owner of the Company’s

voting equity securities (in accordance with Rule 506(d) of the 1933 Act) held by such Buyer 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) under the 1933 Act and disclosed reasonably in advance of the Closing

in writing in reasonable detail to the Company.

(d) Reliance

on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth

and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

the Securities.

(e) Information.

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company

and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if

any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations

conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely

on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves

a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to its acquisition of the Securities.

(f) No

Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the

Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer

or Resale. Such Buyer understands that except as provided in Section 4(h) hereof: (i) the Securities have not been and are not being

registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)

subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel,

in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned

or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that

such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor

rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made

only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances

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

Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder;

and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state

securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities

may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such

pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge

of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant

to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

(h) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute

the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except

as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) No

Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions

contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with,

or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or

(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable

to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not,

individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its

obligations hereunder.

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 (as defined below) are entities duly organized and validly existing

and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their

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

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

of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to

be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used

in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets,

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

individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other

agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any

of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below). Other than

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, (A)(I) owns any of the outstanding capital stock or holds any equity or similar

interest of such Person and (II) controls or operates all or any part of the business, operations or administration of such Person, and/or

(B) owns a majority of the outstanding capital stock or any similar equity interest of such Person, and each of the foregoing, is individually

referred to herein as a “Subsidiary.”

(b) Authorization;

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

and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery

of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated

hereby and thereby (including, without limitation, the issuance of the Preferred Stock and the reservation for issuance and issuance of

the Conversion Shares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and

(other than the filing of a Form D with the SEC and 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 stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior

to the 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. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with

the Nevada Secretary of State and is in full force and effect, enforceable against the Company in accordance with its 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, and has not been amended. “Transaction

Documents” means, collectively, this Agreement, the Preferred Stock, the Certificate of Designations 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 Preferred Stock is duly authorized and upon issuance in accordance with the terms of the Transaction

Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims,

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

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

than 200% of the maximum number of Conversion Shares issuable upon conversion of the Preferred Stock (assuming for purposes hereof that

(x) the Preferred Stock are convertible at the Floor Price (as defined in the Certificate of Designations) then in effect as of the date

hereof and,(y) any such conversion or payment shall not take into account any limitations on the conversion of the Preferred Stock set

forth in the Certificate of Designations). Upon issuance or conversion in accordance with the Certificate of Designations, the Conversion

Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with

respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy

of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the 1933 Act.

(d) No

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

of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Stock and the reservation

for issuance of the Conversion Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) (including,

without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum

of association, articles of association, or other organizational documents of the Company or any of its Subsidiaries, or any capital stock

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

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

or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result

in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities

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

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

any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above,

for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a

material adverse effect on the ability of the Company to perform its obligations hereunder.

(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 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 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. Except as set forth in the SEC

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 decision to enter into the Transaction Documents to which it is a party has been based solely on the independent

evaluation and its respective representatives.

(g) No

General Solicitation; Placement Agent’s Fees. 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 cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act

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

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

its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would 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 the Conversion Shares pursuant to the terms of Certificate of Designations in

accordance with this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership

interests of other stockholders of the Company.

(j) Application

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

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

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

Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or

could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the

Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have

taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations

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

(k) SEC

Documents; Financial Statements. 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 the light of the circumstances under which they were made,

not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material

respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect

as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),

consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes

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

statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results

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

which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of

reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss

contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards

Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf

of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information 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 the light of the circumstance under

which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including,

without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents

(the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the

Company to amend or restate any of the Financial Statements, in each case, in order for any of the 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. Since the date of the Company’s most recent audited financial statements contained in a 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 a 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. 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 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 stock

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

articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor

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

Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any

of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse

Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements

of the Principal Market and has no knowledge of any facts or circumstances that 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 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 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 described in Schedule 3(q) hereto, no current or former employee, partner, director, officer or

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

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

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

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

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

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

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

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

an Eligible Market (as defined in the Certificate of Designations)), nor does any such Person receive income from any source other than

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

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

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

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

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

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

of Directors of the Company).

(r) Equity

Capitalization.

(i) Definitions:

(1) “Common Stock” means (x) the Company’s common stock, par value $0.0001 per share,

and (y) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification

of such common stock.

(2) “Preferred Stock” means the Company’s (a) Series A Convertible Preferred Stock,

par value $0.0001 per share (the “Series A Preferred Stock”), (b) Series B Convertible Preferred Stock, par value $0.0001

per share (the “Series B Preferred Stock”) (c) Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series

C Preferred Stock”) (d) Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”)

(e) Series X Super Voting Preferred Stock, par value $0.0001 per share (the “Series X Preferred Stock) and (f) capital stock into

which such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other

than a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).

(ii) Authorized

and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 2,000,000,000 shares

of Common Stock, of which, [*] are issued and outstanding and 0 shares are reserved for issuance pursuant to Convertible Securities (as

defined below) (other than the Preferred Stock) exercisable or exchangeable for, or convertible into, Common Stock (B) [*] shares of preferred

stock, par value $0.0001 per share, of which (i) 0 are outstanding and designated as Series A Preferred Stock (ii) 4,305 are outstanding

and designated as Series B Preferred Stock (iii) [*] are outstanding and designated as Series C Preferred Stock (ii) [*] are outstanding

and designated as Series D Preferred Stock and (iii) [*] are outstanding and designated as Series X Preferred Stock. No shares of Common

Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other security of

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

or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including,

without limitation, the 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 Preferred Stock) and (B) that are, as

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

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

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

of the Company or any of its Subsidiaries. To the Company’s knowledge, except as set forth on Schedule 3(r)(iii), no Person

owns 10% or more of the Company’s issued and outstanding 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% stockholder for purposes of federal securities laws).

(iv) Existing

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

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

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

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

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

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

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

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

(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 stock appreciation rights or “phantom stock” plans or agreements or

any similar plan or agreement.

(v) Organizational

Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Incorporation,

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

as amended and as in effect on the date hereof (the “Bylaws”), 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 (as defined

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

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

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

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

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

whole or in part) against loss with respect thereto.

(t) Litigation.

There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,

other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting

the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors,

whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(t). No director,

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

reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there

is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director

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

of any registration statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the

Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry

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

or award of any Governmental Entity.

(u) Insurance.

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

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

are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the

Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage as and when

such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that

would not have a Material Adverse Effect.

(v) Employee

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

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

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

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

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

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

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

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

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

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

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

reasonably be expected to result in a Material Adverse Effect.

(w) Title.

(i) Real

Property. Except as described in Schedule 3(w), 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. Except as described in Schedule 3(w), 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

(“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed

to be conducted. Each of patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(x)(i). Except as set forth

in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned

or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company

does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is

no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened,

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

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

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

Intellectual Property Rights.

(y) Environmental

Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have

received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses

and (C) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses

(A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse

Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection

of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface

strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise

relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,

as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,

orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(i) 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.

(aa) Tax Status.

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

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

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

in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to

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

the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The

Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Internal

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

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

effected by the transactions contemplated hereby. The transactions contemplated hereby do not constitute an “ownership change”

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

(bb) Internal Accounting

and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term

is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability,

(iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization

and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals

and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term

is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company

in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified

in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required

to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s

management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to

allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence

from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any

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

(cc) Off Balance Sheet

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

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

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

(dd) Investment Company

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

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

person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms

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

(ee) Acknowledgement

Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure

of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked

by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from

effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities

of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for

any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly

or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s

knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation

with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on

the Company’s obligation to timely deliver shares of Common Stock upon conversion, exercise or exchange, as applicable, of the Securities

as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company

further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents

pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities (including, without

limitation, the location and/or reservation of borrowable Common Stock) at various times during the period that the Securities are outstanding,

including, without limitation, during the periods that the value and/or number of the Conversion Shares deliverable with respect to the

Preferred Stock are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation

of borrowable Common Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and

after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or

trading activities do not constitute a breach of this Agreement, the Certificate of Designations or any other Transaction Document or

any of the documents executed in connection herewith or therewith.

(ff) Manipulation of

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

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

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

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

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

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

(gg) U.S. Real Property

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

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

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

(hh) [Reserved].

(ii) Transfer

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

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

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

(jj) Bank Holding Company

Act; Regulation T, U or X.

(i) Neither

the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)

and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company

nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares

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

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

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

(ii)

The sale of the Preferred Stock, the use of proceeds thereof and the other transactions contemplated thereby or by the other Transaction

Documents, will not violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve

System of the United States

(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.

Except as set forth in Schedule 3(nn) hereto, 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 stockholder of the Company or any of its Subsidiaries has been the

subject of:

(i) a

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

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

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

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

(ii) a

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

to driving while intoxicated or driving under the influence);

(iii) any

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

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

A. 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;

B. Engaging in any particular type of business practice; or

C. 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) [Reserved].

(ww) Cybersecurity.

The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all

material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,

free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be

expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented and maintained

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

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

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

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

license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would

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

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

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

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

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

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

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

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

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

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

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

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

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

to result in a Material Adverse Effect.

(xx) Compliance

with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state

and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have

taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with,

the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where such would not, either individually

or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance with the Privacy Laws, the Company

and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis

of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures to users

or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy

have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in

any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received notice of any actual or potential

liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition

that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes

any obligation or liability under any Privacy Law.

(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 the light of the circumstances under which they were made, not misleading. All of the written information

furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with

this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date

on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact

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

Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement

did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,

properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable

law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been

so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries

and made available to you have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial

projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial performance (it being recognized

that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered

by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees

that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those

specifically set forth in Section 2.

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 the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”), the

Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate

its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would

no longer require or otherwise permit such termination.

(d) Use

of Proceeds. The Company will use the proceeds from the sale of the Securities for acquisitions and general corporate purposes, but

not, directly or indirectly, for (i) except as set forth on Schedule 4(d), 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.

(e) Financial

Information. The Company agrees to send the following to each Holder during the Reporting Period (i) unless the following are filed

with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof

with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports of Form 10-Q, any interim reports or any consolidated balance

sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current

Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless

the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such

as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries

and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given

to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(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 is then listed or designated for quotation

(as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation (as the case

may be) of all 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 Capital Market, the Nasdaq Global Market or

the Nasdaq Global Select Market (each, an “Eligible Market”). While the Preferred Stock is outstanding, 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.

The Company shall reimburse the lead Buyer for all costs and expenses incurred by it or its affiliates in connection with the structuring,

documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and issuance of the Securities contemplated

thereby (including, without limitation, as applicable, the legal fees of outside counsel and disbursements of Pryor Cashman LLP, counsel

to the lead Buyer, the fees of Buyer’s counsel (if necessary), and any other reasonable fees and expenses in connection with the

diligencing, structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due

diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the

lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse Pryor Cashman LLP on demand for

all Transaction Expenses not so reimbursed through such withholding at the Closing, including for any future Closing, and for any amendment,

waiver, or modification of any of the agreements contemplated by this Agreement. 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 and subject to compliance with state and federal

securities laws, the Company acknowledges and agrees that the Securities may be pledged by the 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 the 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. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement,

issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of

the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1st) 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) and the Certificate of Designations (including all attachments,

the “8-K Filing”). 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. 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.

(ii) Limitations

on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,

directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its

Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld

in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements

contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,

employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein

or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement

or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of

its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the

Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents,

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

consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty

not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor

any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,

however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other

public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith

and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the

Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent

of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause

each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding

anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly

acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written

definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind

any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material,

non-public information regarding the Company or any of its Subsidiaries.

(j) [Reserved].

(k) Reservation

of Shares. So long as any of the Preferred Stock remain outstanding, the Company shall take all action necessary to at all times have

authorized, and reserved for the purpose of issuance, no less than 200% of the maximum number of Conversion Shares issuable upon conversion

of the Preferred Stock then outstanding (assuming for purposes hereof that (x) the Preferred Stock are convertible at the Floor Price

(as defined in the Certificate of Designations) as of such applicable date of determination, and (y) any such conversion shall not take

into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designations) (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 Preferred Stock.

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 stockholders to authorize additional shares to meet the Company’s obligations pursuant

to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval of an increase in

such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of

the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(l) 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.

(m) [Reserved].

(n) [Reserved].

(o) 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.

(p) [Reserved].

(q) Corporate

Existence. So long as any Buyer beneficially owns Preferred Stock, the Company shall not be party to any Fundamental Transaction (as

defined in the Certificate of Designations) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions

set forth in the Certificate of Designations.

(r) Conversion

Procedures. The form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations

sets forth the totality of the procedures required of the Buyers in order to convert the Preferred Stock. Except as provided in Section

5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Preferred Stock.

The Company shall honor conversions of the Preferred Stock in accordance with the terms, conditions and time periods set forth in the

Certificate of Designations.

(s) 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.

(t) 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.

(u) 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 stockholder approval under the rules and regulations of the Principal Market and the Company will take all

action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933

Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated hereby.

(v) 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.

(w) 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 Pryor Cashman 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 Preferred Stock in which the Company shall record the name and address of the Person

in whose name the Preferred Stock have been issued (including the name and address of each transferee), the number shares of Preferred

Stock held by such Person and the number of Conversion Shares issuable pursuant to the terms of the Certificate of Designations. The Company

shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b) [Reserved].

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 stock 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 (including 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 two (2)

Trading Days (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 stock 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 Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”)

and such are Securities that 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 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. Subject to Section 4(c)(ii) of the Certificate of Designations (and without duplication of any amounts

paid by the Company to a Buyer pursuant thereto), 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, 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 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 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 shares of 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 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 two (2) 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 in the Certificate of Designations)

of the 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 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 Certificate of Designations with respect to the Preferred Stock then held by such Buyer.

(f) FAST

Compliance. While any Preferred Stock 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 Preferred Stock 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:

(b) Such

Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

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 Preferred Stock 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).

(d) 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 Preferred Stock 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 delivered to such Buyer Preferred Stock in such aggregate amount as is set forth

across from such Buyer’s name in column (3) on the Schedule of Buyers, as being purchased by such Buyer at the Closing pursuant

to this Agreement.

(ii) Such

Buyer shall have received the 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) [Reserved].

(iv) The

Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in 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 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 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 Nevada Secretary of

State within ten (10) days of the Closing Date.

(vii) The

Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company

and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors

in a form reasonably acceptable to such Buyer, (ii) the certificate or articles of incorporation or formation (or such equivalent organizational

document) of the Company and (iii) the Bylaws (or equivalent organizational document) of the Company as in effect at the Closing.

(viii) Each

and every representation and warranty of the Company shall be true and correct 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 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 or Chief Financial 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.

(ix) [Reserved].

(x) The

Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,

as of the 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.

(xi) 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.

(xii) 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.

(xiii) 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.

(xiv) The

Company shall have submitted a Listing of Additional Shares Notification Form to the Principal with respect to the Conversion Shares.

(xv) Such

Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting

forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).

(xvi) As

of the Closing Date, the Company shall have (i) 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 and (ii) 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 have terminated.

(xvii) [Reserved].

(xviii) 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. 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 Nevada, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions

other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the State of Nevada, 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.

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 the 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 Holder, and any amendment

to any provision of this Agreement made in conformity with the provisions of this Section 8(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). No waiver shall be effective unless it

is in writing and signed by an authorized representative of the waiving party, provided that the Required Holder may waive any

provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section

8(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 Preferred Stock. From the date hereof and while any

Preferred Stock are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Preferred

Stock 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 Preferred Stock in a manner that is more favorable than to other similarly situated Buyers or holders

of Preferred Stock, or (ii) to treat any Buyer(s) or holder(s) of Preferred Stock in a manner that is less favorable than the Buyer or

holder of Preferred Stock 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 Holder” means JAK Opportunities XI LLC.

(f) Notices.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic

mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does

not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such

recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,

properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:

If to the Company:

La Rosa Holdings Corp.

1420 Celebration Blvd., 2nd Floor

Celebration, Florida 34747

Telephone: (321) 250-1799

Attention: Joseph La Rosa

E-Mail: [***]

With a copy (for informational purposes only) to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26th Floor

New York, NY 10036

Telephone: (212) 930-9700

Attention: Ross David Carmel, Esq.

E-Mail: rcarmel@srfc.law

If to the Transfer Agent:

VStock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

Telephone: (212) 828-8436

E-Mail: action@vstocktransfer.com

If to a Buyer, to its mailing address and e-mail

address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,

with a copy (for informational purposes only) to:

Pryor Cashman LLP

7 Times Square

New York, NY 10036

Telephone: (212) 421-4100

Attention: M. Ali Panjwani, Esq.

E-Mail: apanjwani@pryorcashman.com

or to such other mailing address and/or e-mail

address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party

five (5) days prior to the effectiveness of such change, provided that Pryor Cashman 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 Preferred Stock. The Company shall not assign this Agreement or any rights or obligations hereunder

without the prior written consent of the Required Holder, including, without limitation, by way of a Fundamental Transaction (as defined

in the Certificate of Designations) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions

set forth in the Certificate of Designations). 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 8(k) below.

(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 stockholders, partners, members, officers, directors,

employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without

limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)

from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses

in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),

and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee

as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company

or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any

Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against

such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary)

or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement

of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with

the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(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 stock splits, stock dividends, stock combinations, recapitalizations

or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding anything in

this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against,

or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or

securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales

or similar transactions in the future.

(m) Remedies.

Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all

rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time

under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under

any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover

damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company

recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s

(as the case may be) obligations under the Transaction Documents, any remedy at law would be 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 8(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 Nevada 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 8(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 8(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]

IN WITNESS WHEREOF, each Buyer

and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, each Buyer

and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

BUYER:

JAK OPPORTUNITIES XI LLC

By:

Name:

Title:

(Signature Page to Securities Purchase Agreement)

Schedule of Buyers

(1)

Buyer

(2)

Aggregate Stated Value

of Preferred Stock

(3)

Number of shares of

Preferred Stock

(4)

Aggregate Purchase

Price

JAK Opportunities XI LLC

$ 250,000

250

$ 250,000

TOTAL

$ 250,000

250

$ 250,000

EXHIBIT A

Certificate of Designation

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Jul. 10, 2026

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La Rosa Holdings Corp.

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1420 Celebration Blvd.

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