Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-028135

Filed: 2026-06-10

Period: 2026-06-04

CIK: 0001414767

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001414767

2026-06-04

0001414767

NCPL:CommonStock0.001ParValuePerShareMember

2026-06-04

0001414767

NCPL:WarrantsExercisableForOneShareOfCommonStockMember

2026-06-04

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 4, 2026

NETCAPITAL

INC.

(Exact

name of registrant as specified in its charter)

Utah

001-41443

87-0409951

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Lincoln Street, Boston, Massachusetts

02111

(Address

of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (781) 925-1700

(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, $0.001 par value per share

NCPL

The

Nasdaq Stock Market LLC

Warrants

exercisable for one share of Common Stock

NCPLW

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 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

June 4, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

dated as of June 3, 2026 with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”). On June 4, 2026, the transaction

closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated

June 3, 2026 in the principal amount of $145,000 (the “Note”) and a common stock purchase warrant dated June 3, 2026 to purchase

125,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share (the

“Warrant,” and together with the Note, the shares issuable upon conversion of the Note and the shares issuable upon exercise

of the Warrant, the “Securities”).

Labrys

previously entered into a separate securities purchase agreement with the Company dated May 12, 2026, pursuant to which the Company issued

Labrys a promissory note in the principal amount of $290,000 and a warrant to purchase 250,000 shares of the Company’s common stock.

The

Note was issued for a purchase price of $125,000 and reflects an original issue discount of $20,000. At the closing, Labrys withheld

$4,000 from the purchase price to cover Labrys’ legal fees, $1,000 to be paid to Labrys II Management, LLC to cover due diligence

costs, and $8,750 to cover fees owed by the Company to Enclave Capital LLC, a registered broker-dealer acting as placement agent. Accordingly,

the Company received net cash proceeds of $111,250.

The

Note includes a one-time interest charge of 12% of the principal amount, or $17,400, earned in full as of June 3, 2026. The Note is an

unsecured obligation of the Company and matures on June 3, 2027.

The

Company is required to make amortization payments beginning December 3, 2026, consisting of an initial payment of $81,200, followed by

five payments of $13,533.33 on January 3, 2027, February 3, 2027, March 3, 2027, April 3, 2027 and May 3, 2027, with all remaining outstanding

amounts due on June 3, 2027. Each amortization payment first reduces accrued and unpaid interest and then reduces the outstanding principal

balance of the Note.

The

Note may be prepaid at any time before the 181st calendar day following June 3, 2026 upon three trading days’ prior written notice

to the holder. The required prepayment amount equals the applicable prepayment percentage multiplied by the then-outstanding principal

amount plus the applicable prepayment percentage multiplied by accrued and unpaid interest: 96% during the period beginning on June 3,

2026 and ending 90 calendar days thereafter, 97% during the period beginning 91 calendar days after June 3, 2026 and ending 150 calendar

days thereafter, and 98% during the period beginning 151 calendar days after June 3, 2026 and ending 180 calendar days thereafter. Amounts

not paid when due bear default interest at the lesser of 22% per annum and the maximum amount permitted by law.

The

Note becomes convertible at the holder’s option upon the earliest of (i) the Company’s failure to pay an amortization payment

when due, (ii) the date that is 180 calendar days after June 3, 2026, or (iii) the date that any conversion shares are registered for

resale pursuant to a registration statement or prospectus filed by the Company. The conversion price is 75% of the lowest closing bid

price of the Company’s common stock during the ten trading days immediately preceding the applicable conversion date, subject to

a floor price of $0.10 per share. The floor price does not apply on or after an event of default. The Note contains a 4.99% beneficial

ownership limitation, which the holder may increase or decrease upon notice to the Company, provided that the limitation may not exceed

9.99% and an increase is not effective until the 61st day after notice.

The

Warrant is exercisable beginning December 3, 2026 and expires at 5:00 p.m., New York City time, on June 3, 2029. The exercise price is

$0.50 per share, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar events. If, at

the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available

for, the resale of the warrant shares by the holder, the Warrant may be exercised on a cashless basis. The Warrant contains a 4.99% beneficial

ownership limitation, which may be increased or decreased upon notice to the Company, subject to a maximum of 9.99% and a 61-day delay

for any increase.

-2-

Under

the transaction documents, the aggregate number of shares of common stock that may be issued under the Note and the Warrant is limited

to 1,569,579 shares unless shareholder approval is obtained, subject to adjustment and the other provisions of the transaction documents.

The Purchase Agreement requires the Company to seek shareholder approval in accordance with Nasdaq Rule 5635(d) no later than 180 calendar

days after June 3, 2026.

The

Purchase Agreement provides that the Company will use the proceeds for business development and general working capital, subject to specified

restrictions. The Purchase Agreement and the Note contain customary and transaction-specific covenants, including transfer agent instructions,

legal counsel opinion provisions, public information covenants, piggy-back registration rights, a requirement to purchase directors’

and officers’ insurance within 60 calendar days after closing, restrictions on certain capital stock distributions and asset sales,

and registration-statement-related default provisions.

The

Note provides that an event of default occurs if the Company fails to file a registration statement covering the holder’s resale

of all conversion shares and warrant shares within 60 calendar days after June 3, 2026, fails to cause the registration statement to

become effective within 120 calendar days after June 3, 2026, fails to keep the registration statement effective, or fails to amend or

file a new registration statement if there are no longer sufficient shares registered for resale.

The

Note contains events of default including, without limitation, payment defaults, breach of covenants, breach of representations and warranties,

failure to deliver conversion shares, bankruptcy or insolvency events, cessation of operations, failure to maintain material assets,

transfer-agent-related defaults, transmission of material non-public information not cured by a same-day Form 8-K, unavailability of

Rule 144, delisting, trading suspension or failure to be listed or quoted on a principal market, failure to pay an amortization payment,

failure to obtain required shareholder approval within 180 calendar days after June 3, 2026, and registration statement failures. Upon

an event of default, the Note becomes immediately due and payable in an amount equal to the then-outstanding principal amount plus accrued

interest, including default interest, multiplied by 150%, plus costs of collection. The holder may, in its sole discretion, convert all

or any portion of the Note, including the default amount, into common stock pursuant to the terms of the Note.

The

foregoing descriptions of the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety

by reference to the full text of the Purchase Agreement, the Note and the Warrant, which are filed as exhibits to this Current Report

on Form 8-K and incorporated herein by reference.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

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

Item

3.02 Unregistered Sales of Equity Securities.

The

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

The

Securities were offered and sold in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2)

of the Securities Act of 1933, as amended. Labrys represented that it is an accredited investor and acquired the Securities for investment

purposes. The Company did not use general solicitation or general advertising in connection with the offering. Enclave Capital LLC acted

as placement agent in connection with the transaction, and $8,750 was withheld from the purchase price to cover fees owed by the Company

to the placement agent.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Convertible Promissory Note, dated June 3, 2026, issued by Netcapital Inc. to Labrys Fund II, L.P.

4.2

Common Stock Purchase Warrant, dated June 3, 2026, issued by Netcapital Inc. to Labrys Fund II, L.P.

10.1

Securities Purchase Agreement, dated June 3, 2026, by and between Netcapital Inc. and Labrys Fund II, L.P.

104

Cover

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

-3-

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.

NETCAPITAL INC.

(Registrant)

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

Dated:

June 10, 2026

-4-

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

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

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

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A

OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal

Amount: $145,000.00

Issue

Date: June 3, 2026

Actual

Amount of Purchase Price: $125,000.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, Netcapital Inc., a Utah corporation (hereinafter called the “Borrower” or the

“Company”), hereby promises to pay to the order of LABRYS FUND II, L.P., a Delaware limited partnership, or

registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of $145,000.00

(the “Principal Amount”) (subject to adjustment herein), which includes the purchase price of $125,000.00 plus an

original issue discount in the amount of $20,000.00 (the “OID”), and to pay a one-time interest charge on the Principal

Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) (which is equal to $17,400.00 and shall be

guaranteed and earned in full as of the date hereof (the “Issue Date”)), when such amounts become due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be

twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which the Principal Amount (which

includes the OID) and any accrued and unpaid interest and other fees, shall be due and payable (in addition to all payment

obligations under Section 4.14 of this Note).

This

Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

Any

Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-two

percent (22%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default

Interest”). Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

All

payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common

Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall

be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of

this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same

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

Each

capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase

Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used

in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks

in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading

Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase

Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall also apply to this Note:

ARTICLE

I. CONVERSION RIGHTS

1.1 Conversion

Right. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) the date that the

Borrower fails to pay any Amortization Payment (as defined in this Note) when due as provided in Section 4.14 of this Note, (ii) the

date that is one hundred eighty (180) calendar days after the Issue Date, or (iii) the date that any of the Conversion Shares (as

defined in the Purchase Agreement) (the “Conversion Shares”) are registered for Holder’s resale pursuant to a

registration statement or prospectus filed by the Company, to convert all or any portion of the then outstanding and unpaid

Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such

Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common

Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a

“Conversion”), by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in

this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date (as defined in this

Note) prior to 11:59 p.m., New York, New York time; provided, however, that notwithstanding anything to the contrary

contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to

the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the

Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting

as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

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

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

Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the

number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised

or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the

limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in

the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d)

of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in

accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance

with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in

determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common

Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be,

(B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent

setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall

within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any

case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of

securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which

such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of

the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder, provided, however, that

the Holder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of

9.99% by delivering written notice of such to the Company, with such increase or decrease not effective until the sixty-first (61st)

day after delivery of such written notice. “Person” and “Persons” means an individual, a limited liability

company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any

governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor

holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing

the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of

conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or

Borrower’s transfer agent by the Holder in accordance with the terms of this Note; provided that the Notice of Conversion is

submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or

Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion

Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the

Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid

interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s

option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2). In addition

to the Beneficial Ownership Limitation provided for in this Note, the sum of the number of shares of Common Stock that may be issued

under this Note shall be limited to the Exchange Cap (as defined in the Purchase Agreement) (the “Exchange Cap”) unless

the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder Approval”) is obtained by the Company or

the Common Stock is no longer listed for trading on the Nasdaq Capital Market.

1.2 Conversion

Price.

(a) Calculation

of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under

this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”)

shall equal the Market Price (as defined in this Note), subject to adjustment as provided in this Note. “Market Price” shall

mean 75% of the lowest closing bid price of the Common Stock on the Principal Market during the ten (10) Trading Day period immediately

preceding the respective Conversion Date. The Market Price shall not be less than $0.10 per share (the “Floor Price”, subject

to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction

that proportionately decreases or increases the Common Stock as provide in this Note), provided, however, that the Floor Price shall

not apply at any time on or after the occurrence of an Event of Default (as defined in this Note) under this Note. If at any time the

Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion

of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion

may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to

the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same

number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.

Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated

with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock

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

Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common

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

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

of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common

Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be

the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding

sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend

or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

“Common Stock Equivalents” means any securities of the Company or the Company’s Subsidiaries (as defined in the Purchase

Agreement) which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred

stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise

entitles the holder thereof to receive, Common Stock.

(b) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Principal Market, the Company may at any time while this Note

is outstanding, with the prior written consent of the Holder, reduce the then applicable Conversion Price to any amount and for any period

of time deemed appropriate by the Board of Directors of the Company. For the avoidance of doubt, the Holder shall not be required to

effectuate such conversion in the event of any reduction in Conversion Price by the Company.

1.3 Authorized

and Reserved Shares. The Borrower covenants that at all times beginning on the Issue Date and continuing until the Note is

extinguished in the entirety, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares,

free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 2,500,000

shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note at a

conversion price equal to the Conversion Price (assuming no payment of Principal Amount or interest) multiplied by (ii) four

(4) (the “Reserved Amount”). For the avoidance of doubt, the Reserved Amount shall be required to be reserved by the

Borrower pursuant to the immediately preceding sentence even if the Note is not yet convertible into Common Stock by the Holder

under Section 1.1 of this Note. The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued,

fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue

certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by Section 1.4(e)

hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged

with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute

and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by

Section 1.4(e) hereof in accordance with the terms and conditions of this Note.

1.4 Method

of Conversion.

(a) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal

Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of

such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical

surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima

facie, be controlling and determinative in the absence of manifest error.

(b) Payment

of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue

and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder

(or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless

and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s

account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the

satisfaction of the Borrower that such tax has been paid.

of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile

transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for

conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the

order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as

contemplated by Section 1.4(e) hereof) within one (1) Trading Day after such receipt (the “Deadline”) (and, solely in

the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note,

surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the

Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion

Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such

number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion

Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on

each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the

number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the

closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have

issued such Conversion Shares to the Holder without violating this Section 1.4(c); and (ii) the Holder, upon written notice to the

Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of

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

notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to

the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account

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

to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an

open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common

Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2)

Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount

equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket

expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s

obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC

for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or

certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder

in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times

(B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any

other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance

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

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

hereof.

(d) Obligation

of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s

transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding

Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect

such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of

this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other

assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares

as contemplated by Section 1.4(e) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder

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

any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record,

or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to

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

connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the

Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

(e) Delivery

of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable

upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in

Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the

Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through

its Deposit Withdrawal Agent Commission system.

1.5 Concerning

the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are

sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that

the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares

are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred

to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance

with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase

Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under

the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction

as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares

that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration

statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE

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

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

ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)),

IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A,

REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION

WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares

without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery

by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a)

such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be

sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities

as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated

by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares

may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.

The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees

to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance

with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided

by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A,

Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation

S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

1.6 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as

defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which

the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to

the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any

individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower (each a “Fundamental Transaction”),

then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms

and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock,

securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately

prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions

shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without

limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall

thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion

hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable,

at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date

of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation,

exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be

entitled to convert this Note), (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the

obligations of this Section 1.6(b), and (c) the Borrower obtains written consent from the Holder to effectuate the respective Fundamental

Transaction. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to

the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off))

(a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record

for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the

Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common

Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Purchase

Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities

or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders

of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights,

the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable

upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date

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

the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) Dilutive

Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or

has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice,

or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase

or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity

the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes

or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the

then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive

Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by

operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants,

options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective

price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion

Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal

to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example,

and for the avoidance of doubt, if the Company issues a convertible promissory note and the holder of such convertible promissory note

has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including

but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then

the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price

with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder

of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities

involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities

were issued at the initial closing.

(f) Notice

of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events

described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of

each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish

to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the

number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon

conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the

documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In

addition, the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like

certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number

of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon

conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the

documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. For the

avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of

this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification

provisions in Section 1.6 of this Note.

1.7 Status

as Shareholder. Upon submission of a Notice of Conversion by the Holder, (i) the Conversion Shares covered thereby shall be deemed

converted into shares of Common Stock and (ii) the Holder’s rights as the Holder of such converted portion of this Note shall cease

and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or

otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding

the foregoing, if the Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after

the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise

elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder

of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted

Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been

converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

1.8 Prepayment.

At any time prior to the date that is one hundred eighty-one (181) calendar days following the Issue Date, the Borrower shall have the

right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount

and interest then due under this Note in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional Prepayment

Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising

its right to prepay the Note, and (2) the date of prepayment which shall be three (3) Trading Days from the date of the Optional Prepayment

Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s

receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment

Date, to instead convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid

by the Borrower in accordance with this Section 1.8, even if the Note is not yet convertible into Common Stock by the Holder under Section

1.1 of this Note. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order

of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance

with this Section 1.8, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) the prepayment percentage

set forth in the table immediately following this paragraph for the applicable prepayment period set forth in the table immediately following

this paragraph (“Prepayment Percentage”) multiplied by the Principal Amount then outstanding plus (x) the Prepayment

Percentage multiplied by the accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date.

Prepayment

Period

Prepayment

Percentage

The period beginning on the Issue Date and ending ninety (90) calendar days following the Issue Date.

96%

The period beginning on the date that is ninety-one (91) calendar days following the Issue Date and ending one hundred fifty

(150) calendar days following the Issue Date.

97%

The period beginning on the date that is one hundred fifty-one (151) calendar days following the Issue Date and ending one hundred eighty

(180) calendar days following the Issue Date.

98%

1.9 Repayment

from Proceeds. If, at any time on or after the Issue Date of this Note, and prior to the full repayment or full conversion of

all amounts owed under this Note, the Company or any of the Company’s Subsidiaries receives cash proceeds from the issuance of

equity or debt securities or the sale of assets (including but not limited to real property) by the Company or any of the

Company’s Subsidiaries, the Company shall, within one (1) business day of Company’s or the Subsidiaries’

receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in

its sole discretion to require the Company or the Subsidiaries to immediately apply up to 5% of such proceeds to repay all or any

portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the

Company to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any

transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to

“put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price

formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or

underwriter’s resale).

ARTICLE

II. RANKING AND CERTAIN COVENANTS

2.1 Ranking.

This Note shall be an unsecured obligation of the Borrower.

2.2 Distributions

on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s

written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other

securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common

Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock

except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested

directors.

2.3 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, neither the Borrower nor any of the Borrower’s

Subsidiaries shall, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets

outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified

use of the proceeds of disposition.

2.4 3(a)(10)

Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in

accordance with, based upon, or related or pursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10)

Transaction”). Each time the Borrower fails to comply with this Section 2.4 of this Note, a liquidated damages charge of 25% of

the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable

to the Holder at Holder’s election in the form of a cash payment or added to the balance of this Note (under Holder’s and

Borrower’s expectation that this amount will tack back to the Issue Date), in addition to all other available remedies at law or

in equity.

2.5 Preservation

of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not,

without the Holder’s written consent, (a) change the nature of its business; or (b) sell, divest, change the structure

of any material assets other than in the ordinary course of business.

ARTICLE

III. EVENTS OF DEFAULT

shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”)

shall occur on or after the Issue Date:

3.1 Failure

to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether

at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

3.2 Conversion

and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will

not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of

this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate

for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,

(iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs,

and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion

Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove

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

(or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder

upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement

or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or

any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days

after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent

(including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion

of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the

Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall

be added to the principal balance of the Note.

3.3 Breach

of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase

Agreement, this Note, Warrants (as defined in the Purchase Agreement) (the “Warrants”), Irrevocable Transfer Agent Instructions,

or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.

3.4 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, this Note, Warrants,

Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection

herewith or therewith shall be false or misleading in any material respect when made.

3.5 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver

or trustee shall otherwise be appointed.

3.6 Judgments.

Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of

its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days

unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy.

Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any

bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8 Failure

to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements

of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

3.9

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.10 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.11 Maintenance

of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets

which are necessary to conduct its business (whether now or in the future).

3.12 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to

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

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

3.13 Inside

Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual

transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information

concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a

Form 8-K pursuant to Regulation FD on that same date.

3.14 Unavailability

of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i)

obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage

firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of

any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit

such shares into the Holder’s brokerage account.

3.15 Delisting,

Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock

(i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be listed or quoted on a Principal Market.

3.16 Failure

to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment (as defined in this Note) when due as provided

in Section 4.14 of this Note.

3.17 Shareholder

Approval. The Company fails to (i) obtain the Shareholder Approval and (ii) cause the Shareholder Approval to become effective pursuant

to the rules promulgated under the 1934 Act, in each case prior to the date that is one hundred eighty (180) calendar days after the

Issue Date.

3.18 Registration

Statement Failures. The Borrower fails to (i) file a registration statement (the “Registration Statement”) covering

the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares and Warrant Shares (as

defined in the Purchase Agreement) (the “Warrant Shares”) within sixty (60) calendar days following the Issue

Date, (ii) cause the Registration Statement to become effective within one hundred twenty (120) calendar days following the Issue

Date, (iii) cause the Registration Statement to remain effective until the Holder no longer owns the Note, Warrants, Conversion

Shares, or Warrant Shares, or (iv) immediately amend the Registration Statement or file a new Registration Statement (and cause such

Registration Statement to become effective as provided in the Registration Rights Agreement) if there are no longer sufficient

shares registered under the initial Registration Statement for the Holder’s resale at prevailing market prices (and not fixed

prices) of all of the Conversion Shares and Warrant Shares.

3.19 Rights

and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall

become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount

equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment

multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and

expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder

may, in Holder’s sole discretion, convert all or any portion of this Note (including the Default Amount) into Common Stock pursuant

to the terms of this Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date). The

Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE

IV. MISCELLANEOUS

4.1 Failure

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

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

exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative

to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices.

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

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

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently

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

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

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

first business day following such delivery (if delivered other than on a business day during normal business hours where such notice

is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed

to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

to the Borrower, to:

Netcapital

Inc.

Lincoln Street

Boston,

MA 02111

Attention: Todd Violette

e-mail:

todd.violette@netcapital.com

to the Holder:

LABRYS

FUND II, L.P.

145

Tremont Street, Suite 201-1408

Boston,

MA 02111

e-mail:

admin@labrysii.com

4.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended

or supplemented, then as so amended or supplemented.

4.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its

successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent

of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the

1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934

Act, without the consent of the Borrower.

4.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

4.6 Arbitration

of Claims; Governing Law; Venue; Attorney’s Fees. The Company and Holder shall submit all Claims (as defined in Exhibit B of

the Purchase Agreement) (the “Claims”) arising under this Note or any other agreement between the parties and their affiliates

or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit

B of the Purchase Agreement (the “Arbitration Provisions”). The Company and Holder hereby acknowledge and agree that the

Arbitration Provisions are unconditionally binding on the Company and Holder hereto and are severable from all other provisions of this

Note. By executing this Note, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully,

consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended

to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the

Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. The Company acknowledges

and agrees that Holder may rely upon the foregoing representations and covenants of the Company regarding the Arbitration Provisions.

This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of

law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of Delaware. The Company and Holder consent to and expressly agree that the exclusive

venue for arbitration of any Claims arising under this Note or any other agreement between the Company and Holder or their respective

affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Holder

or their respective affiliates shall be in the Commonwealth of Massachusetts. Without modifying the Company’s and Holder’s

obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of

the Transaction Documents (and notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent

services agreement or other agreement between the Company’s transfer agent and the Company, such litigation specifically includes,

without limitation any action between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent

Instructions (as defined in the Purchase Agreement) or otherwise related to Holder in any way (specifically including, without limitation,

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

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

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

to the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including,

without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Company’s

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

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

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

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

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

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

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

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

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

but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES

NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS

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

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

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

address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

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

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

costs. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall

not affect the validity or enforceability of the remainder of this Note in that jurisdiction or the validity or enforceability of any

provision of this Note in any other jurisdiction.

4.7 Certain

Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or

the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower

and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine

and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder

in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion

of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that

such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment

without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase

Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement, and the Transaction Documents

entered into in connection herewith and therewith.

4.9 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to

enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security

being required.

4.10 Construction;

Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any

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

of, this Note.

4.11 Usury.

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

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

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

this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability

of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum

lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall

any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the

nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum

contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official

governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable

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

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

the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company,

the manner of handling such excess to be at the Holder’s election.

4.12 Severability.

In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial

ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision of this Note.

4.13 [Intentionally Omitted].

4.14 Amortization

Payments. In addition to all other payment obligations under this Note, the Borrower shall also make the following amortization payments

(each an “Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following table:

Payment

Date:

Payment

Amount:

December

3, 2026

$81,200.00

January

3, 2027

$13,533.33

February

3, 2027

$13,533.33

March

3, 2027

$13,533.33

April

3, 2027

$13,533.33

May

3, 2027

$13,533.33

June

3, 2027

All

remaining outstanding amounts under the Note

For

the avoidance of doubt, each Amortization Payment paid to Holder under this Note shall first reduce all accrued and unpaid interest under

the Note, and the remainder of such Amortization Payment (if any) shall reduce the outstanding principal balance of the Note.

[signature

page follows]

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on June 3, 2026.

Netcapital

Inc.

By: /s/

Todd Violette

Name:

Todd Violette

Title:

Chief Executive Officer

EXHIBIT

A — NOTICE OF CONVERSION

The

undersigned hereby elects to convert $ _______________principal amount of the Note (defined below) into that number of

shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Netcapital

Inc., a Utah corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated

as of June 3, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion,

except for transfer taxes, if any.

Box

Checked as to applicable instructions:

☐

The

Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned

or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name

of DTC Prime Broker:

Account

Number:

☐

The

undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth

below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or,

if additional space is necessary, on an attachment hereto:

Date of Conversion:

Applicable

Conversion Price:

Number of Shares of Common Stock to be

Issued

Pursuant to Conversion of the Note:

Amount

of Principal Balance Due remaining

Under

the Note after this conversion:

By:

Name:

Title:

Date:

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

NETCAPITAL

INC.

Warrant

Shares: 125,000

Issue

Date: June 3, 2026

Initial

Exercise Date: December 3, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Labrys Fund II, L.P., a Delaware limited

partnership, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

conditions hereinafter set forth, at any time on or after December 3, 2026 (the “Initial Exercise Date”) and on or prior

to 5:00 p.m. (New York City time) on June 3, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase

from Netcapital Inc., a Utah corporation (the “Company”), up to 125,000 shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price,

as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this

Section 1:

“Affiliate”

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

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

“Agreement”

means that certain securities purchase agreement between the initial Holder hereof and the Company, dated as of June 3, 2026, pursuant

to which this Warrant was issued to the Holder.

“Bid

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

then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

“Board

of Directors” means the board of directors of the Company.

“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.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common

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

any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at

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

“Exchange

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

“Person”

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

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

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from

time to time, or any

similar

rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities

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

“Subsidiary”

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

or acquired after the date hereof.

“Trading

Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading

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

question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock

Exchange (or any successors to any of the foregoing).

“Transfer

Agent” means Equity Stock Transfer LLC, the current transfer agent of the Company, with a mailing address of 237 W 37th Street,

Suite 602, New York, NY 10018, and any successor transfer agent of the Company.

“VWAP”

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and

expenses of which shall be paid by the Company.

“Warrants”

means this Warrant, which was issued by the Company to the Holder pursuant to the Agreement.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares

specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless

exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise

shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.

Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company

until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,

the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records

showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice

of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and

agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number

of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.50, subject to adjustment hereunder (the

“Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in

part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option

of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the

Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time

of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the

close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the

applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed

and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading

Day;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust

Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of- sale limitations pursuant

to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in the Company’s

share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading

Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement

Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery

of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares

with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the

Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery

Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject

to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing

to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant

Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer

agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days (including no Trading Days if the

settlement date is the trade date), on the Company’s primary Trading Market with respect to the Common Stock as in effect on the

date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder

and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other

respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,

if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise

at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with

an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the

Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy- In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

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

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and

such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer

Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this

Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right

to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

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

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

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

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

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

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be

4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation

provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares

of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant

held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation

will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed

and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any

portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make

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

shall apply to a successor holder of this Warrant. In addition to the Beneficial Ownership Limitation provided for in this Warrant, the

sum of the number of shares of Common Stock that may be issued under this Warrant shall be limited to the Exchange Cap (as defined in

the Purchase Agreement) (the “Exchange Cap”) unless the Shareholder Approval (as defined in the Purchase Agreement) (“Shareholder

Approval”) is obtained by the Company or the Common Stock is no longer listed for trading on the Nasdaq Capital Market.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

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

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues

or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms

applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution

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

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

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance

of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the

Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise

of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the

record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to

the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial

ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be

held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding

the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly

or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of

the assets of the Company in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or

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

tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one

or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or

more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent

exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such

exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation

in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of

the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable

as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable

immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).

For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate

Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,

and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

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

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

it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the

event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable

at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the

public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount

of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation

of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including

not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor

Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of

this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction,

whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given

the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,

that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders

of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such

Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on

the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation

of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S.

Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or

(3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization

factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C)

the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately

preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental

Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining

option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and

the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately

available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the

date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which

the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under

this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory

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

of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument

substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock

of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this

Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise

price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares

of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital

stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation

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

such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from

and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor

Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto

and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with

the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company

herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of

(i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental

Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case

may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall

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

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall

promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

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

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of

all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

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

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

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

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

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

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this

Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon

surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this

Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any

transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in

accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and

shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of

this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, provides to the Company an opinion of counsel, the form and substance of which opinion

shall be reasonably satisfactory to the Company, to the effect that the transfer of this Warrant does not require registration under

the Securities Act.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon

any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing

or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except

pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares. The Company covenants that, during the period the Warrant is exercisable commencing on the Initial Exercise Date,

it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant

Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall

constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of

the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading

Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise

of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment

for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,

liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously

with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed

by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,

partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the Commonwealth of

Massachusetts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth

of Massachusetts 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 improper or is an inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the

Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate

as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results

in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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

any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier

service, addressed to the Company, at 1 Lincoln Street, Boston, MA 02111, Attention: Todd Violette, Chief Executive Officer, email address:

todd.violette@netcapital.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders.

Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,

by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of

such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and

effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address

set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission,

if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading

Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent

by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to

be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company

or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase

Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for

the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors

of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled

to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation

for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the

defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure

to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of

Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be

enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under

applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be

ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions

of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part

of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

NETCAPITAL INC.

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

TO:

NETCAPITAL INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to

purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:_______________________________

Holder’s

Address:________________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2026, by and between Netcapital Inc., a Utah corporation,

with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited

partnership, with its address at 145 Tremont Street, Suite 201-1408, Boston, MA 02111 (the “Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

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

Securities and Exchange Commission (the “SEC”) under the 1933 Act;

Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set

forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $145,000.00 (as the principal amount

thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend

thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”),

convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms

and subject to the limitations and conditions set forth in such Note; and

The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth

in this Agreement; and

The Company wishes to issue a common stock purchase warrant to purchase 125,000 shares of Common Stock at an initial price per share

of $0.50 (the “Warrants”) to the Buyer, in the form attached hereto as Exhibit C, as additional consideration for the purchase

of the Note, which all shall be earned in full as of the Closing Date, as further provided herein.

NOW

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

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

Purchase and Sale of Note.

Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase

from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any

day other than a Saturday, Sunday, or a day on which commercial banks in the State of Delaware are authorized or required by law or executive

order to remain closed.

Form of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $125,000.00 (the “Purchase Price”) for

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

in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver

such duly executed Note and Warrants on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing,

the Buyer shall withhold (i) $4,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions

contemplated by this Agreement and (ii) $1,000.00 from the Purchase Price to be paid to Labrys II Management, LLC to cover the Holder’s

due diligence costs in connection with the transactions contemplated by this Agreement. On the Closing, the Buyer shall also withhold

a sum of $8,750.00 from the Purchase Price to cover the payment of the Company’s fees owed to Enclave Capital LLC, a registered

broker-dealer (CRD #22732) (the “Placement Agent”) in connection with the transactions contemplated by this Agreement.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the

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

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

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at

such location as may be agreed to by the parties (including via exchange of electronic signatures).

Warrants. On or before the Closing Date, the Company shall issue the Warrants to the Buyer pursuant to the terms contained therein, which

shall be earned in full as of the Closing Date.

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

Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Warrants (the Note, Warrants, shares of Common Stock

issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common Stock issuable

upon exercise of or otherwise pursuant to the Warrants (the “Exercise Shares”) shall collectively be referred to herein as

the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except

pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations

herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose

of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

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

(an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions

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

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

of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished

with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the

Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as

the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and

affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company

or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following

such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors

or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained

in Section 3 below.

Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency

has passed upon or made any recommendation or endorsement of the Securities.

Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under

the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant

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

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

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

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

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

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

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

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

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

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

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

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

1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and

(iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities

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

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

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

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

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

Legends. The Buyer understands that until such time as the Note, Warrants, Conversion Shares, and/or Exercise Shares have been registered

under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without

any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive

legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]

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

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

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

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

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

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of

Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable

shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository

Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered

for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,

Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then

be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section

4(l) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its

transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant

to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined

in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered

on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’

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

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

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full power and authority

(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used,

operated and conducted. The SEC Documents set forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each

is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing

in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification

necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse

Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company

or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered

into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated,

in which the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. The Company and Subsidiaries have all requisite corporate power and authority to enter into and perform the

Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with

the terms hereof and thereof. The Company represents and warrants that (i) the execution and delivery of the Transaction Documents, the

Warrants, the Note, Conversion Shares, and the Exercise Shares by the Company and the consummation by it of the transactions contemplated

hereby and thereby (including without limitation, the issuance of the Note, Warrants, as well as the issuance and reservation for issuance

of the Conversion Shares and Exercise Shares issuable upon conversion of the Note and/or exercise of the Warrants) have been duly authorized

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

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

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

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

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

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

and binding obligation of the Company and Subsidiaries, enforceable against the Company and Subsidiaries in accordance with their terms.

Capitalization; Governing Documents. As of June 3, 2026, the authorized capital stock of the Company consists of: 900,000,000 authorized

shares of Common Stock, of which 7,847,899 shares were issued and outstanding, and 10,000,000 authorized shares of preferred stock, of

which 0 shares of preferred stock were issued and outstanding. All of such outstanding shares of capital stock of the Company, the Conversion

Shares, and the Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares

of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any

liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other

than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options,

warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments

or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital

stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound

to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under

which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and

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

providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the

Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate

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

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

thereto.

Issuance of Conversion Shares and Exercise Shares. The Conversion Shares and Exercise Shares are duly authorized and reserved for issuance

and, upon conversion of the Note and/or exercise of the Warrants in accordance with its terms, will be validly issued, fully paid and

non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to

preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

Issuance of Warrants. The issuance of the Warrants is duly authorized and will be validly issued, fully paid and non-assessable, and

free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or

other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

[Intentionally Omitted].

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares upon the

conversion of the Note, and Exercise Shares upon exercise of the Warrants, to the Common Stock. The Company further acknowledges that

its obligation to issue, upon conversion of the Note and/or exercise of the Warrants, the Conversion Shares and/or Exercise Shares, are

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

of the Company.

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and Subsidiaries, and the consummation

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

reservation for issuance of the Conversion Shares and Exercise Shares) will not (i) conflict with or result in a violation of any provision

of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute

a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument

to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment

or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which

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

Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,

cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution

and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company.

Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational

documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of

time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries

has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation

of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets

of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,

have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be

conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.

Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the

Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental

agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform

any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note

in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrants, issue Conversion Shares and/or

Exercise Shares as applicable. All consents, authorizations, orders, filings and registrations which the Company is required to obtain

pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of

the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be

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

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

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

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

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to

be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934

Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein

as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements

of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC

Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material

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

were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under

applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their

respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects

with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods

involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries

as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case

of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included

in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course

of business subsequent to January 31, 2026, and (ii) obligations under contracts and commitments incurred in the ordinary course of business

and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or

in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting

requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).

Absence of Certain Changes. Since January 31, 2026, there has been no material adverse change and no material adverse development in

the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting

status of the Company or any of its Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government

agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against

or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material

Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company,

threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material

Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents,

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

trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and,

as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending,

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

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

to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services

and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts

or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security

measures to protect the secrecy, confidentiality and value of their Intellectual Property.

No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal

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

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

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

Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns,

reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each

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

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate

for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no

unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know

of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment

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

taxing authority.

Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes

payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from

third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees

of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,

officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing

for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or partner.

Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided

to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct

in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein

or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists

with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,

which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so

publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated

into an effective registration statement filed by the Company under the 1933 Act).

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

the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further

acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect

to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives

or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely

incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision

to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or

indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers; No Solicitation. Except with respect to the Placement Agent, the Company has taken no action which would give rise to any

claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated

hereby. The Company represents and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s)

solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement. The Company represents

and warrants that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) is required to be registered as

a broker-dealer under the Securities Exchange Act of 1934 in order to (i) enter into or consummate the transactions encompassed by this

Agreement, the Note, Warrants, and the related transaction documents entered into in connection herewith (the “Transaction Documents”),

(ii) fulfill the Buyer’s obligations under the Transaction Documents, or (iii) exercise any of the Buyer’s rights under the

Transaction Documents (including but not limited to the sale of the Securities).

Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and

to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending

or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company

nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,

defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since

January 31, 2026, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults

or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults

or violations would not have a Material Adverse Effect, except as disclosed in the Company’s Form 10-Q filed on March 19, 2026.

Environmental Matters.

(i)

There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,

no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,

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

or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local

or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor

is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental

Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,

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

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances

or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,

decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations

issued, entered, promulgated or approved thereunder.

(ii)

Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained

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

released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the

property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any

of its Subsidiaries’ business.

(iii)

There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries

that are not in compliance with applicable law.

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

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

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

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

as would not have a Material Adverse Effect.

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company

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

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

to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the

Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions

coverage, and commercial general liability coverage.

Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,

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

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

statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is

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

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

Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person

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

funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or

indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation

of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment,

kickback or other unlawful payment to any foreign or domestic government official or employee.

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

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

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

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

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

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

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

aa.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not

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

The Company is not controlled by an Investment Company.

aa.

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

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

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

bb.

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

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

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

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

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

Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to

determine whether any Issuer Covered Person is subject to a Disqualification Event.

cc.

Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,

any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation

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

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

for soliciting another to purchase any other securities of the Company.

dd.

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

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

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

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

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

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

Federal Reserve.

ee.

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

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

other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or

indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of

applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any

elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of

the Company or any of its Subsidiaries.

ff.

Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or

warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will

be considered an Event of Default under Section 3.4 of the Note.

ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

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

Agreement.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide

a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company

shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement

under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),

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

Use of Proceeds. The Company shall use the Purchase Price for business development and general working capital, and not for any other

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

their affiliates, (ii) the repayment of any debt issued in corporate finance transactions (including but not limited to promissory notes

that have the ability to be converted into Common Stock), (iii) any loan to or investment in any other corporation, partnership, enterprise

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

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

[Intentionally Omitted].

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,

and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time

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

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

contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided

that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby

for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable

law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest,

or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated

to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is

agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement

or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof,

the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document,

agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable

law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to

indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall

be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling

such excess to be at the Buyer’s election.

Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full or full

conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent

shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any

material assets other than in the ordinary course of business.

Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the

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

electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the

bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall

promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation

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

and quotation systems.

Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence

and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation with the

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

where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements

and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading

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

No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would

require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to

be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to

the Company or its securities.

Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note, Warrant, Exercise Shares,

or any Conversion Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to

be subject to the reporting requirements of the 1934 Act.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly

supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel

Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors

and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144

are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant

to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are

satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel

Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the

position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

Piggy-Back Registration Rights. If the Company proposes to file any registration statement covering any of its securities (for sale by

the Company, for resale by the holder(s) of such securities, or otherwise) (each a “Registration Statement”), the Company

shall at each such time give written notice to Holder of its intention to do so (each a “Registration Notice”) at least seven

(7) calendar days prior to the filing of such Registration Statement and of the registration rights granted under this Agreement. Upon

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

Company shall, at its sole cost and expense, effect the registration of all Conversion Shares underlying the Note which the Company has

been so requested to register by Holder in such Registration Statement, by inclusion of such Conversion Shares in the Registration Statement,

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

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

[Intentionally Omitted].

Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the

Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public

information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep

such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting

transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer

without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality

to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade

on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent

that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains

material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other

material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement

or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written

consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information,

it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information

is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.

D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the

Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses,

claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or

arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

No Broker-Dealer Acknowledgement. Absent a final adjudication from a court of competent jurisdiction stating otherwise, the Company shall

not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is currently, or

ever has been, a broker-dealer under the Securities Exchange Act of 1934.

Shareholder Approval. “Shareholder Approval” means the approval of a sufficient amount of holders of the Company’s

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

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

the Common Stock in excess of 1,569,579 shares of Common Stock (the “Exchange Cap”), subject to appropriate adjustment for

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

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

to the Buyer pursuant to the Transaction Documents. The Company shall hold a special meeting of shareholders on or before the Mandatory

Date (as defined herein) for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors

that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner

as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor

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

of this Agreement. The Company shall use its commercially reasonable efforts to obtain such Shareholder Approval as soon as possible

on and after the Mandatory Date. If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting

as often as possible thereafter to seek Shareholder Approval until the Shareholder Approval is obtained. Until the Shareholder Approval

becomes effective pursuant to the rules promulgated under the 1934 Act, the Company shall not hold any meeting of its shareholders unless

the Company also includes a proposal for obtaining the Shareholder Approval in such meeting. Until the Shareholder Approval becomes effective

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

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

the Common Stock is no longer listed for trading on the Nasdaq Capital Market. In the event that the Buyer shall sell or otherwise transfer

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

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

transferee.

Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section

4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under

Section 3.3 of the Note.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates

and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of

the Note and/or exercise of the Warrants, the Conversion Shares and Exercise Shares, in such amounts as specified from time to time by

the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event

that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement,

a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not

limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the

successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares and/or Exercise Shares under

the 1933 Act or the date on which the Conversion Shares and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation

S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately

sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company

warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given

by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company

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

and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities

to be issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrants

as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or

impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions

in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or

upon exercise of or otherwise pursuant to the Warrants as and when required by the Note, Warrants, and/or this Agreement and (iv) it

will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the

Note and/or exercise of the Warrants. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set

forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.

If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary

for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration

under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be

sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case

of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name

and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause

irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company

acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of

a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all

other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing

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

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the

Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided

that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed the Transaction Documents and delivered the same to the Company.

The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

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

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing

Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

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

The Company shall have delivered to the Buyer the duly executed Note and Warrants.

The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

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

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

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

Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of

its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,

as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly

called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated

hereby.

Governing Law; Miscellaneous.

Arbitration of Claims; Governing Law; Venue. The Company and Buyer shall submit all Claims (as defined in Exhibit B of this Purchase

Agreement) (the “Claims”) arising under this Agreement or any other agreement between the Company and Buyer or their respective

affiliates (including but not limited to the Transaction Documents) or any Claim relating to the relationship of the Company and Buyer

or their respective affiliates to binding arbitration pursuant to the arbitration provisions set forth in Exhibit B of the Purchase Agreement

(the “Arbitration Provisions”). The Company and Buyer hereby acknowledge and agree that the Arbitration Provisions are unconditionally

binding on the Company and Buyer hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company

represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about

such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious

and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Buyer may rely upon

the foregoing representations and covenants of Company regarding the Arbitration Provisions. This Agreement shall be construed and enforced

in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be

governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule

(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other

than the State of Delaware. The Company and Buyer consent to and expressly agree that the exclusive venue for arbitration of any Claims

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

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

be in the Commonwealth of Massachusetts. Without modifying the Company’s and Buyer’s mandatory obligations to resolve disputes

hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and

notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other

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

between or involving Company and the Company’s transfer agent under the Irrevocable Transfer Agent Instructions or otherwise related

to Buyer in any way (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining

order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for any reason)), each party

hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in the

Commonwealth of Massachusetts, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, (iii) agrees

to not bring any such action (specifically including, without limitation, any action where Company seeks to obtain an injunction, temporary

restraining order, or otherwise prohibit the Company’s transfer agent from issuing shares of Common Stock to Buyer for any reason)

outside of any state or federal court sitting in the Commonwealth of Massachusetts, and (iv) waives any claim of improper venue and any

claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding

in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Notwithstanding anything in the foregoing

to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any collateral

or any other security, or to enforce a judgment or other court ruling in favor of the Buyer, including through a legal action in any

court of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction

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

action or proceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES

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

ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process and

consents to process being served in any suit, action or proceeding in connection with this Agreement or any other agreement, certificate,

instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery

(with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall

constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any

right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with

this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover

from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable

in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement

in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

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

shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party. A facsimile or.pdf signature shall be considered due execution and shall be binding upon the signatory thereto with

the same force and effect as if the signature were an original, not a facsimile or.pdf signature. Delivery of a counterpart signature

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

Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed

against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part

of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection

herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to

the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision

which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this

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

Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the

parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company

nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement

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

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing

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