Form 8-K

8-K — Chiron Real Estate Inc.

Accession: 0001104659-26-057976

Filed: 2026-05-08

Period: 2026-05-06

CIK: 0001533615

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2613926d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2613926d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2613926d1_ex10-2.htm)

GRAPHIC (tm2613926d1_ex10-1sp2img001.jpg)

GRAPHIC (tm2613926d1_ex10-1sp2img002.jpg)

GRAPHIC (tm2613926d1_ex10-1img001.jpg)

GRAPHIC (tm2613926d1_ex10-1img002.jpg)

GRAPHIC (tm2613926d1_ex10-1img003.jpg)

GRAPHIC (tm2613926d1_ex10-1img004.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613926d1_8k.htm · Sequence: 1

false

0001533615

2026-05-06

0001533615

us-gaap:CommonStockMember

2026-05-06

0001533615

us-gaap:SeriesAPreferredStockMember

2026-05-06

0001533615

us-gaap:WarrantMember

2026-05-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event

reported): May 8, 2026 (May 6, 2026)

Chiron

Real Estate Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-37815

46-4757266

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of Principal Executive

Offices)

(Zip Code)

(202) 524-6851

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(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 Symbols:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

XRN

NYSE

Series A Preferred Stock, par value $0.001 per share

XRN PrA

NYSE

Series B Preferred Stock, par value $0.001 per share

XRN PrB

NYSE

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the

Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

Investment Agreement

On May 6, 2026, Chiron Real Estate Inc.

(the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Maewyn XRN LP (the “Maewyn

Purchaser”) and each other purchaser that may become a party to this Investment Agreement from time to time (collectively, the “Purchasers”).

Pursuant to the Investment Agreement, the Company agreed to issue and sell to the Purchasers a total of 1,000,000 shares of a new series

of 6.00% Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), at a

purchase price of $100.00 per share, for aggregate gross proceeds of up to $100.0 million (the “Commitment Amount”) (the “Private

Placement”). The sale of Series C Preferred Stock may occur in multiple tranches. On the terms and subject to conditions set

forth in the Investment Agreement, including certain customary closing conditions, the Company will submit an initial funding request

to Purchasers specifying the amount of Series C Preferred Stock that it intends to sell, in a minimum amount of $25.0 million, with

the closing of such initial sale occurring on or prior to June 20, 2026 (the “Initial Closing”). Following the occurrence

of the Initial Closing until November 6, 2026, the Company may submit additional funding requests (each, a “Subsequent Funding

Request”) to draw any amount (subject to a minimum of $25.0 million per funding request, or the remaining unfunded Commitment Amount

if less than $25.0 million) up to the maximum aggregate Commitment Amount of $100.0 million. The Investment Agreement contains certain

customary representations, warranties, covenants and agreements of the Company and the Purchasers. The Company will reimburse the Purchasers

for all reasonable and documented fees and expenses of counsel to the Purchasers through the Initial Closing, up to an aggregate amount

of $250,000 (“reimbursable expenses”). In addition, the Company will pay a commitment fee to the Purchasers equal to 3% of

the Commitment Amount (“commitment fee”). The Company expects to use the proceeds from the Private Placement for general business

and working capital purposes, including potential future acquisitions.

The foregoing description of the Investment

Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investment Agreement attached as Exhibit 10.1

hereto.

Investor Rights Agreement

In connection with the Private Placement,

on May 6, 2026, the Company and the Purchasers entered an Investor Rights Agreement.

Registration Rights

Pursuant to the terms of the Investor Rights Agreement, the Purchasers

and their assignees will have customary registration rights with respect to the resale of the shares of Series C Preferred Stock,

the Common Stock (as defined below) into which the Series C Preferred Stock are convertible, the Warrants (as defined below) and

the shares of Common Stock for which the Warrants are exercisable, including resale shelf registration rights, underwritten shelf takedown

demand rights and “piggyback” rights, subject to customary cutbacks, suspensions and other conditions.

Maewyn Board Nomination Rights

Pursuant to the Investor Rights Agreement,

the Company agreed to cause one designee of the Maewyn Purchaser to be elected as a member of the Company’s Board of Directors (the

“Board”) as soon as practicable following the Company’s 2026 Annual Meeting of Stockholders to be held on May 20,

2026. The Company also agreed to appoint the Maewyn Purchaser designee as a member of the Nominating and Corporate Governance Committee

of the Board. For so long as the Maewyn Purchaser and its affiliates beneficially own at least 5.0% of the Common Stock on a fully diluted

basis (the “Threshold Amount”), the Maewyn Purchaser shall have the right to nominate a replacement nominee for election or

appointment to the Board, subject to the Company’s reasonable approval.

Maewyn Standstill Restrictions

From the date of the Investor Rights Agreement

and until the date on which the Maewyn Purchaser ceases to have a nominee serving on the Board, the Maewyn Purchaser and its affiliates

will be subject to certain customary standstill obligations that restrict them from, among other things, (i) acting alone or in concert

with others to propose to control or knowingly influence the management, the Board or the policies of the Company, (ii) effecting,

seeking or participating in, or assisting or encouraging any other person to effect, seek or participate in, (x) any tender or exchange

offer, merger or other business combination involving the Company or any of its subsidiaries or a significant portion of the Company and

its subsidiaries’ consolidated assets, (y) any recapitalization, restructuring, liquidation, dissolution or other extraordinary

transaction with respect to the Company or any of its subsidiaries, or (z) any solicitation of proxies or consents to vote any voting

securities of the Company, or (iii) entering into any short sale, equity swap, total return swap, or similar hedging or derivative

transaction designed to result in the disposition of any economic consequences of ownership of the Company’s equity securities,

subject to certain exceptions set forth in the Investor Rights Agreement.

Maewyn Consent Rights

From the date of the Investor Rights Agreement

until the date that the Maewyn Purchaser ceases to beneficially own at least the Threshold Amount, the Company shall not, without the

affirmative vote or written consent of the Maewyn Purchaser:

• create, incur, assume, guaranty or

permit the existence of any indebtedness of the Company or its subsidiaries (other than indebtedness that exists as of the date of the

Initial Closing); provided, however, the Company will have the right, without such consent, to incur indebtedness if, pro forma for such

indebtedness, the Consolidated Leverage Ratio (as defined in the Investor Rights Agreement) of the Company and its subsidiaries is equal

to or less than 0.60 to 1:00;

• revoke the Company’s status as

a “real estate investment trust” within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended;

• enter into certain transactions with

affiliates.

The foregoing description of the Investor

Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investor Rights Agreement attached

as Exhibit 10.2 hereto.

Series C Preferred Stock

At the Initial Closing, the Company will file

with the State Department of Assessments and Taxation of Maryland Articles Supplementary (a form of which is attached as Exhibit A

to the Investment Agreement, the “Articles Supplementary”) classifying the Series C Preferred Stock and establishing

the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and

conditions of the Series C Preferred Stock.

With respect to payment of dividends and distribution

of assets upon liquidation, dissolution or winding up of the Company, the Series C Preferred Stock will rank (i) senior to the

common stock, par value $0.001 per share, of the Company (“Common Stock”) and all other classes and series of capital stock

of the Company whose terms do not expressly provide that such class or series will rank on a parity basis with or senior to the Series C

Preferred Stock with respect to the payment of dividends (“Dividend Junior Stock”) or the distribution of assets on the liquidation,

dissolution or winding up of the Company (“Liquidation Junior Stock”), (ii) on a parity basis with each other class or

series of capital stock of the Company whose terms expressly provide that such class or series will rank on a parity basis with the Series C

Preferred Stock with respect to the payment of dividends (“Dividend Parity Stock”) or the distribution of assets on the liquidation,

dissolution or winding up of the Company (“Liquidation Parity Stock”) and (iii) junior to each class or series of capital

stock of the Company whose terms expressly provide that such class or series ranks senior to the Series C Preferred Stock with respect

to the payment of dividends (“Dividend Senior Stock”) or the distribution of assets on the liquidation, dissolution or winding

up of the Company (“Liquidation Senior Stock”) and to all existing and future indebtedness and other non-equity claims on

the Company.

The Series C Preferred Stock will accumulate

cumulative dividends (“Regular Dividends”) at a rate (the “Regular Dividend Rate”) per annum equal to 6.00% on

the Liquidation Preference (as defined below) thereof. The dividend rate will increase to 8% on the date that is four years after the

last date on which the Series C Preferred Stock is issued pursuant to the Investment Agreement and will increase by an additional

2% on each subsequent anniversary thereafter up to a total of 12%. Regular dividends on the Series C Preferred Stock will be payable

if, as and when authorized by the Company’s board of directors or any duly authorized committee thereof, to the extent not prohibited

by law, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. Declared Regular Dividends

will be payable solely in cash. In the event that any accumulated Regular Dividend is not authorized and paid on the applicable Regular

Dividend payment date, then additional dividends (“Defaulted Regular Dividends”) will accumulate on the amount of such unpaid

Regular Dividend, compounded quarterly at the Regular Dividend Rate.

Shares of the Series C Preferred Stock

will be entitled to participate on an as-converted basis in any dividend (a “Participating Dividend”) declared and paid on

(i) the Common Stock, subject to certain exceptions, including a regular monthly cash dividend on the Common Stock that does not

exceed the product of (x) 0.8 and (y) the quotient obtained by dividing Core Funds From Operations per share for the most recently

completed fiscal quarter by three, and (ii) the common units of limited partnership interest (“OP Units”) of Chiron Real

Estate LP that is not also declared and paid as a dividend on the Series C Preferred Stock pursuant to clause (i). In addition, so

long as any shares of Series C Preferred Stock remain outstanding, unless full Regular Dividends, including any Defaulted Regular

Dividends thereon, have been declared and paid in cash, the Company will be prohibited from declaring or paying any dividends on any Junior

Stock or OP Units, and dividends may only be declared or paid on Dividend Parity Stock on a pro rata basis with the Series C Preferred

Stock, and the Company and its subsidiaries will be prohibited from repurchasing, redeeming or otherwise acquiring for value any Junior

Stock or OP Units, in each case subject to certain exceptions.

In the event of any voluntary or involuntary liquidation, dissolution

or winding up of the Company, each share of Series C Preferred Stock will entitle the holder, out of the Company’s assets or

funds legally available therefor, before any distribution out of the assets or funds of the Company may be made to or set aside for the

holders of any Liquidation Junior Stock and subject to the rights of the holders of any Liquidation Senior Stock and the rights of the

Company’s creditors, to receive a payment equal to the greater of (i) the sum of the Liquidation Preference per share and all

unpaid Regular Dividends, including any Defaulted Regular Dividends thereon, if any, that will have accumulated on such share to, but

excluding, the date of such payment and (ii) the amount such holder would have received had such holder converted such share into

Common Stock and held such Common Stock on the date of such payment. The “Liquidation Preference” with respect to any share

of Series C Preferred Stock will be $100 per share.

For so long as any shares of the Series C

Preferred Stock are outstanding, the affirmative vote of either (i) holders of Series C Preferred Stock and holders of each

class or series of Voting Parity Stock, if any, voting together as a single class, representing at least a majority of the combined outstanding

voting power of the Series C Preferred Stock and such Voting Parity Stock, if any, or (ii) the Maewyn Purchaser, will be required

to (i) amend, modify or repeal any provision of the Company’s charter in a manner that materially and adversely affects the

special rights, preferences or voting powers of the Series C Preferred Stock, (ii) (x) amend or modify the Company’s

charter to authorize or create, or to increase the number of authorized shares of, any Dividend Parity Stock, Liquidation Parity Stock,

Dividend Senior Stock or Liquidation Senior Stock or (y) authorize, create or issue any structurally senior equity, other than Series C

Convertible Preferred Units issued by the Operating Partnership to the Company in connection with the issuance of Series C Preferred

Stock pursuant to the Investment Agreement and OP Units, at subsidiaries of the Company existing as of the date of the Initial Closing,

subject to certain exceptions, or (iii) consummate any consolidation or combination with, or merger with or into, another person,

or any binding or statutory share exchange or reclassification involving the Series C Preferred Stock, unless (x) the Series C

Preferred Stock either remains outstanding or is converted or reclassified into, or exchanged for, preference securities of the continuing,

resulting or surviving person (or the parent thereof), (y) such remaining Series C Preferred Stock or preference securities

have rights, preferences and voting powers that, taken as a whole, are not materially less favorable (as determined by the Board) to the

holders thereof than those of the Series C Preferred Stock immediately prior to such transaction, and (z) the issuer of such

remaining Series C Preferred Stock or preference securities is a corporation or other entity organized under the laws of the United

States, any state thereof or the District of Columbia. Until such time as the Maewyn Purchaser beneficially owns (determined in accordance

with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) less than 5.0% of the Common Stock on a fully diluted basis,

any majority consent must include the Maewyn Purchaser.

The Series C Preferred Stock will be

redeemable, in whole or in part, at the option of the Company at any time, subject to certain conditions, on or after the date that is

four years after the last date on which the Series C Preferred Stock is issued pursuant to the Investment Agreement (or earlier,

in the case of a Terminating Holder (as defined below)), at a cash redemption price per share equal to the (i) Liquidation Preference

of such share plus (ii) accumulated and unpaid Regular Dividends, including any Defaulted Regular Dividends thereon, on such share

to, but excluding, the redemption date. If the redemption date is after a record date for a Regular Dividend or Participating Dividend

and on or before the related payment date for such Regular Dividend or Participating Dividend, then the holder of such share will be entitled

to receive such declared Regular Dividend or Participating Dividend on such share. In case of any redemption of only part of the shares

of the Series C Preferred Stock at the time outstanding, the shares to be redeemed will be selected pro rata among holders. Except

in the case of a Terminating Holder, the Company will only be permitted to redeem the Series C Preferred Stock if (i) the Common

Stock Liquidity Conditions (as defined below) with respect to such redemption are satisfied; (ii) with respect to any holder that

has delivered a countersigned Warrant Agreement (as defined below), the Company has delivered an executed Warrant Agreement and Warrant

to such holder; (iii) if required, approval of the Company’s stockholders has been obtained as contemplated by The New York

Stock Exchange rules (“Stockholder Approval”) with respect to the shares of Common Stock issuable upon exercise of the

Warrants; and (iv) the Company has prepared and filed one or more registration statements under the Securities Act of 1933, as amended

(the “Securities Act”), with respect to such Warrants and shares of Common Stock issuable upon exercise of the Warrants.

Each holder of Series C Preferred Stock

will have the right, at its option, to convert its Series C Preferred Stock, in whole or in part, into shares of Common Stock, at

any time. The number of shares of Common Stock into which a share of Series C Preferred Stock will convert at any time will equal

the then-effective conversion rate. The conversion rate of the Series C Preferred Stock will initially be set at 2.32558 shares of

Common Stock, based on an implied conversion price of $43.00 per share of Common Stock. In the event of a “change of control”

where the per share consideration to be paid on the Common Stock (the “Change of Control Price”) is less than the then-effective

conversion price, the conversion rate will be adjusted so that the number of shares of Common Stock into which a share of Series C

Preferred Stock will convert will equal the Liquidation Preference divided by the Change of Control Price. The conversion rate is also

subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar

events or certain anti-dilutive offerings. The conversion rate may not be adjusted prior to the receipt of Stockholder Approval if such

adjustment would result in a conversion price less than the average closing price for the Common Stock for the five trading days immediately

preceding the signing of the Investment Agreement, adjusted to take into account the commitment fee and reimbursable expenses (the “Stock

Exchange Minimum Price”).

Subject to certain conditions described below,

beginning on the date that is thirty-six months after the last date on which any Series C Preferred Stock is issued pursuant to the

terms of the Investment Agreement, the Company may, at its option, convert the outstanding shares of Series C Preferred Stock, in

whole or in part, into shares of Common Stock if, during the 45 consecutive trading days immediately preceding the date the Company notifies

holders of the Series C Preferred Stock of the election to convert, the volume weighted average price of the Common Stock exceeds

120.0% of the conversion price. The Company will not exercise its right to mandatorily convert shares of Series C Preferred Stock

unless certain liquidity conditions with regard to the shares of Common Stock to be issued upon such conversion are satisfied (the “Common

Stock Liquidity Conditions”). The Company may, at its option, convert all of the outstanding shares of Series C Preferred Stock

into shares of Common Stock in the event of a “change of control” transaction.

If a Purchaser fails to cure any default of its obligation to purchase

shares of Series C Preferred Stock pursuant to any Subsequent Funding Request for a period of 30 calendar days following the date

notice is sent by the Company of the default, such Purchaser, if it still holds shares of Series C Preferred Stock, or any holder

that acquires shares of Series C Preferred Stock directly or indirectly from such Purchaser (such Purchaser or other holder, a “Terminating

Holder”), will have 10 calendar days to elect to convert all of its outstanding shares of Series C Preferred Stock, after which

time such Terminating Holder’s right to submit shares of Series C Preferred Stock for conversion will terminate. In addition,

if such Terminating Holder does not elect to convert its shares of Series C Preferred Stock during such 10-day period, the Company

will then have the option to redeem such Terminating Holder’s shares of Series C Preferred Stock at any time.

Pursuant to the terms of the Articles Supplementary,

unless and until Stockholder Approval is obtained, no shares of Series C Preferred Stock may be converted into shares of Common Stock

if and to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares

of Common Stock.

The foregoing description of the Articles

Supplementary does not purport to be complete and is qualified in its entirety by the full text of the substantially final form of Articles

Supplementary attached to the Investment Agreement, which is attached as Exhibit 10.1 hereto.

Warrants

Pursuant to the terms of the Articles Supplementary,

if the Company elects to redeem shares of Series C Preferred Stock, the Company will issue a warrant (“Warrant”) to each

holder of the shares of Series C Preferred Stock (other than a Terminating Holder) to be redeemed that executes a Warrant Agreement

with the Company (a form of which is attached as Exhibit C to the Investment Agreement, the “Warrant Agreement”). On

or after the date that is four years after the last date on which any shares of Series C Preferred Stock are issued pursuant to the

terms of the Investment Agreement, the Company may redeem the Series C Preferred Stock in one or more redemptions and deliver one

or more Warrants and Warrant Agreements so long as shares of the Series C Preferred Stock remain outstanding.

Each Warrant will represent a holder’s

right to purchase, at an exercise price equal to the conversion price for the Series C Preferred Stock as of the business day before

the applicable redemption date, a number of shares of Common Stock equal to the aggregate Liquidation Preference of the shares of Series C

Preferred Stock of such holder to be redeemed divided by the conversion price of the Series C Preferred Stock as of the business

day before the applicable redemption date.

Each Warrant will be exercisable by the holder

thereof, in whole or in part, at any time, or from time to time, prior to the fifth anniversary of the issuance of such Warrant. In addition,

each Warrant will be automatically exercised on the fifth anniversary of the issuance of such Warrant or on the date of a recapitalization,

consolidation, merger, sale or other transfer of substantially all assets of the Company and its subsidiaries or similar transaction whose

reference property consists entirely of cash. Upon exercise, the Company will issue to such holder the whole number of shares of Common

Stock purchased plus an amount in cash representing any fractional share of Common Stock otherwise due upon such exercise. Any Warrant

may be exercised by a holder thereof by paying the exercise price in cash or exercised on a cashless basis. Any Warrant that is automatically

exercised will be settled on a cashless basis.

The Warrants will be subject to customary

anti-dilution adjustments from time to time in accordance with the provisions of the Warrant Agreement.

Holders of Warrants will not have the rights

or privileges of holders of Common Stock until they exercise their Warrants and receive shares of Common Stock.

Pursuant to the terms of the Warrant Agreement,

unless and until Stockholder Approval is obtained, no Warrants may be exercised into shares of Common Stock if and to the extent that

(i) such exercise would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares of Common Stock

or (ii) after giving effect to such exercise, the aggregate number of shares of Common Stock issued by the Company upon exercise

of any Warrants would exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of

the Investment Agreement.

The foregoing description of the Warrant Agreement

and Warrants does not purport to be complete and is qualified in its entirety by the full text of the substantially final form of Warrant

Agreement attached to the Investment Agreement, which is attached as Exhibit 10.2 hereto.

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 by reference into this Item 3.02.

As described in Item 1.01, under the terms

of the Investment Agreement, the Company has agreed to issue up to 1,000,000 shares of Series C Preferred Stock to the Purchasers.

The offer and sale of the Series C Preferred Stock are being made, and the issuance of the Series C Preferred Stock will be

made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of

Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on the nature of the transaction

and the representations made by the Purchasers in the Investment Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1*

Investment Agreement, dated as of May 6, 2026, by and among Chiron Real Estate Inc. and Maewyn XRN LP

10.2**

Investor Rights Agreement, dated as of May 6, 2026, by and among Chiron Real Estate Inc. and Maewyn XRN LP

104

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

* Certain portions of

this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors

and (ii) the type that the registrant treats as private or confidential. Certain schedules or similar attachments to this exhibit

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish an unredacted copy of this exhibit

and its materiality and privacy or confidentiality analyses to the SEC upon request.

** Certain portions of

this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors

and (ii) the type that the registrant treats as private or confidential. The Company agrees to furnish an unredacted copy of this

exhibit and its materiality and privacy or confidentiality analyses to the SEC upon request.

SIGNATURES

Pursuant to the requirements

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

duly authorized.

Chiron Real Estate Inc.

By:

/s/ Jamie A. Barber

Jamie A. Barber

Secretary and General Counsel

Date: May 8, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613926d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Copy

[***] = Certain identified information has been

excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Certain

schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

INVESTMENT AGREEMENT

dated as of May 6, 2026

by and among

Chiron Real Estate Inc.,

and

Maewyn XRN LP

TABLE OF CONTENTS

Page

Article I PURCHASE; CLOSING

Section 1.01

Purchase; Use of Proceeds

Section 1.02

Closings

Section 1.03

Conditions to the Obligations of the Parties

Article II REPRESENTATIONS AND WARRANTIES

Section 2.01

Representations and Warranties of the Company

Section 2.02

Representations and Warranties of the Purchasers

Article III COVENANTS

Section 3.01

Filings; Other Actions

Section 3.02

Reasonable Best Efforts to Close

Section 3.03

Authorized Common Stock

Section 3.04

Certain Adjustments

Section 3.05

NYSE Listing of Shares

Section 3.06

State Securities Laws

Section 3.07

Negative Covenants

Article IV ADDITIONAL AGREEMENTS

Section 4.01

Transfer Restrictions

Section 4.02

Legend

Section 4.03

Tax Matters

Section 4.04

Survival

Article V MISCELLANEOUS

Section 5.01

Expenses

Section 5.02

Commitment Fee

Section 5.03

Amendment; Waiver

Section 5.04

Counterparts; Electronic Transmission

Section 5.05

Governing Law

Section 5.06

Notices

Section 5.07

Entire Agreement

Section 5.08

Assignment

Section 5.09

Interpretation

Section 5.10

Captions

Section 5.11

Severability

Section 5.12

No Third Party Beneficiaries

Section 5.13

Public Announcements

Section 5.14

Specific Performance

Section 5.15

Termination

Section 5.16

Effects of Termination

Section 5.17

Non-Recourse

Section 5.18

Definitions

LIST OF EXHIBITS

Exhibit A: Form of Articles Supplementary

Exhibit B: Form of Investor Rights Agreement

Exhibit C: Form of Warrant Agreement

Exhibit D-1: Form of Opinion of Venable

LLP

0: Form of Opinion of Vinson & Elkins

L.L.P.

Exhibit E: Form of Waiver of Beneficial

Ownership Limit

Exhibit F: Form of Joinder to the Investment

Agreement

This INVESTMENT AGREEMENT is entered into

as of May 6, 2026 (this “Agreement”), by and between Chiron Real Estate Inc., a Maryland corporation (the “Company”),

Maewyn XRN LP (the “Maewyn Purchaser”) and each other purchaser that may become a party to this agreement from time

to time (together with the Maewyn Purchaser, each a “Purchaser” and collectively, the “Purchasers”).

Capitalized terms used herein are defined in Section 5.18 or as otherwise defined elsewhere in this Agreement, unless the

context clearly indicates otherwise.

RECITALS:

WHEREAS, the Company

desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares of the Company’s convertible

preferred stock, par value $0.001 per share, designated as “6.00% Series C Convertible Preferred Stock” (the “Series C

Preferred Stock”), having the terms set forth in the Articles Supplementary in substantially the form attached hereto as Exhibit A

(the “Articles Supplementary”), subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in

consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree

as follows:

Article I

PURCHASE; CLOSING

Section 1.01      Purchase;

Use of Proceeds. On the terms and subject to the conditions herein, the Company agrees to sell and issue to the Purchasers, and the

Purchasers agree to purchase from the Company, at a purchase price of $100.00 per Share, shares of Series C Preferred Stock (the

“Shares”) having an aggregate purchase price of up to $100,000,000 (the “Commitment Amount”) for an initial aggregate

Liquidation Preference (as defined in the Articles Supplementary) of $100,000,000, in the relative amounts set forth opposite such Purchaser’s

name on Schedule I hereto. The Shares will be free and clear of any Liens (other than restrictions arising under the charter of the

Company (as amended, supplemented or modified from time to time prior to the date hereof, the “Charter”) and applicable securities

Laws). The Company will use the proceeds for general business and working capital purposes, including potential future acquisitions.

Section 1.02      Closings.

(a)            On

the Initial Closing Date, subject to the terms and conditions hereof, the Purchasers agree to purchase from the Company, and the Company

hereby agrees to sell to the Purchasers, a number of Shares (the “Initial Shares”) having the aggregate purchase price

(the “Initial Shares Purchase Price”) set forth in a written notice (the “Initial Funding Request”)

from the Company to the Purchasers for an initial aggregate Liquidation Preference equal to the Initial Shares Purchase Price, provided

that each Purchaser will be responsible for the portion of the Initial Shares Purchase Price equal to (i) the percentage set forth

opposite such Purchaser’s name on Schedule I hereto multiplied by (ii) such Initial Shares Purchase Price. The

Initial Shares Purchase Price on such Initial Closing Date will not be less than $25,000,000 or more than the Commitment Amount and such

Initial Closing Date will be a date of the Company’s choosing that is on or before June 20, 2026 (the “Initial Closing

Deadline”). The Initial Funding Request will be irrevocable and delivered to each Purchaser not less than ten (10) business

days in advance of the Initial Closing Date.

(b)            From

time to time following the occurrence of the Initial Closing Date until November 6, 2026 (the “Subsequent Closing Deadline”),

the Company will request in writing (each such request, a “Subsequent Funding Request”) that the Purchasers purchase,

and the Purchasers will purchase, a number of additional Shares (the “Additional Shares”) having the aggregate purchase

price (the “Additional Shares Purchase Price”) set forth in such Subsequent Funding Request for an initial aggregate

Liquidation Preference equal to the Additional Shares Purchase Price, provided that each Purchaser will be responsible for the

portion of the Additional Shares Purchase Price equal to (i) the percentage set forth opposite such Purchaser’s name on Schedule I

hereto multiplied by (ii) such Additional Shares Purchase Price. Any Subsequent Funding Request will be for an Additional

Shares Purchase Price of not less than $25,000,000 (or, in the case of the final Subsequent Funding Request, the remaining unfunded Commitment

Amount if less than $25,000,000) or more than the remaining Commitment Amount after the issuance of the Initial Shares and any Additional

Shares. Each such Subsequent Funding Request will be irrevocable and delivered to each Purchaser not less than ten (10) business

days in advance of the date the Purchasers are requested to purchase Shares.

to the terms and conditions hereof, the consummation of the purchase and sale of the Initial Shares (the “Initial Closing”)

will take place on the Initial Closing Date at the offices of Latham & Watkins LLP, 10250 Constellation Blvd., Suite 1100,

Los Angeles, California 90067 at 8:00 a.m. Los Angeles, California time. The consummation of any subsequent purchases of Additional

Shares contemplated by Section 1.02(b) (each, a “Subsequent Closing” and the Initial Closing together

with all Subsequent Closings, a “Closing”) will take place on the applicable Subsequent Closing Date at the offices

of Latham & Watkins LLP, 10250 Constellation Blvd., Suite 1100, Los Angeles, California 90067 at 8:00 a.m. Los Angeles,

California time. The Parties agree that any Closing may be completed virtually via email, video conference and telephone upon the request

of the Company.

(d)            Subject

to the satisfaction or waiver on or prior to the Initial Closing Date or any Subsequent Closing Date, as applicable, of the applicable

conditions to the Initial Closing or any Subsequent Closing in Section 1.03, at the Initial Closing or any Subsequent Closing,

as applicable:

(i)            the

Company will deliver, or cause to be delivered, to each Purchaser (i) evidence reasonably satisfactory to such Purchaser of the issuance

of the Shares in the name of such Purchaser by book entry through the Company’s transfer agent or on the stock ledger of the Company

and (ii) all other documents, instruments and writings required to be delivered by the Company to such Purchaser pursuant to this

Agreement; and

(ii)            each

Purchaser (severally and not jointly) will deliver or cause to be delivered (i) to a bank account designated by the Company in writing

at least two (2) business days prior to the Initial Closing Date or any Subsequent Closing Date, as applicable, (x) in the case

of the Initial Closing, its portion of the Initial Shares Purchase Price less its portion of the Commitment Fee and Expense Reimbursement

Amount pursuant to Sections 5.01 and 5.02, respectively, or (y) in the case of any Subsequent Closing, its portion

of the Additional Shares Purchase Price, in each case, by wire transfer of immediately available funds, and (ii) all other documents,

instruments and writings required to be delivered by such Purchaser to the Company pursuant to this Agreement.

(iii)            All

deliveries at the Initial Closing, or any Subsequent Closing, as applicable, will be deemed to occur simultaneously.

Section 1.03      Conditions

to the Obligations of the Parties.

(a)            On

the date of this Agreement, (i) the investor rights agreement substantially in the form attached hereto as Exhibit B

(the “Investor Rights Agreement”) will have been executed by each of the Company and each Purchaser and (ii) a

waiver to the ownership limitations in the Charter substantially in the form attached hereto as Exhibit E will have been executed

by each of the Company and Maewyn Purchaser.

(b)            The

obligation of each Purchaser, on the one hand, and the Company, on the other hand, to effect the Initial Closing or any Subsequent Closing,

as applicable, is subject to the satisfaction or written waiver by such Purchaser and the Company as of the Initial Closing or any Subsequent

Closing, as applicable, of the following condition: no temporary restraining order, preliminary or permanent injunction or other judgment

or order shall have been issued by any Governmental Entity, and no Law shall be in effect restraining, enjoining, making illegal or otherwise

prohibiting the consummation of the transactions contemplated by this Agreement; provided, however, that the party claiming

such failure of condition shall have used its reasonable best efforts to prevent the entry of any such injunction or order and to appeal

as promptly as possible any injunction or other order that may be entered.

obligation of each Purchaser to effect the Initial Closing is also subject to the satisfaction or written waiver by such Purchaser as

of the Initial Closing of the following conditions:

(i)            (1) the

representations and warranties of the Company set forth in Section 2.01 hereof (other than Sections 2.01(a)(i),

2.01(b), 2.01(c)(i), 2.01(d), 2.01(e), and 2.01(g)) shall be true and correct (disregarding all qualifications

or limitations as to materiality or Company Material Adverse Effect) as of the Initial Closing Date as though made on and as of such date

(except to the extent that such representation or warranty speaks to an earlier date, in which case such representation or warranty shall

be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct,

individually or in the aggregate, has not and would not be reasonably expected to have a Company Material Adverse Effect and (2) the

representations and warranties of the Company set forth in Sections 2.01(a)(i), 2.01(b), 2.01(c)(i), 2.01(d),

2.01(e) and 2.01(g) shall be true and correct in all material respects as of the Initial Closing Date as though

made on and as of such date (except to the extent that such representation or warranty speaks to an earlier date, in which case such representation

or warranty shall be true and correct as of such earlier date);

(ii)            the

Company shall have performed and complied with in all material respects all obligations required to be performed and complied with by

it pursuant to this Agreement at or prior to the Initial Closing;

(iii)            such

Purchaser shall have received a certificate signed on behalf of the Company by a duly authorized Person certifying to the effect that

the conditions set forth in Sections 1.03(c)(i)(1) and (2) have been satisfied;

(iv)            such

Purchaser shall have received an opinion of Venable LLP, counsel for the Company, substantially in the form attached hereto as Exhibit D-1,

dated the date of the Initial Closing;

(v)            such

Purchaser shall have received an opinion of Vinson & Elkins L.L.P., substantially in the form attached hereto as 0, dated

the date of the Initial Closing;

(vi)            the

Company shall have filed the Articles Supplementary with the State Department of Assessments and Taxation of Maryland on or prior to the

Initial Closing Date, which shall have been accepted for record by it on or before the Initial Closing Date;

(vii)            the

shares of Common Stock issuable upon conversion of the Initial Shares shall have been approved for listing on The New York Stock Exchange

(“NYSE”), subject to official notice of issuance;

(viii)            the

Company shall have delivered to such Purchaser a business plan for the Company in form and substance as reasonably agreed upon by the

Company and Maewyn Purchaser; and

(ix)            such

Purchaser and any other Purchaser shall respectively have sufficient funds to purchase the Initial Shares at the Initial Shares Purchase

Price; provided that in connection with invoking this condition, such Purchaser shall have delivered to the Company a written notice,

signed by a duly authorized Person and certifying that such Purchaser does not have access to funds in an amount sufficient to fund the

Initial Shares Purchase Price.

(d)            The

obligation of the Company to effect the Initial Closing is also subject to the satisfaction or written waiver by the Company as of the

Initial Closing of the following conditions:

(i)            (1) the

representations and warranties of each Purchaser set forth in Section 2.02 hereof (other than Sections 2.02(a),

2.02(b)(i), 2.02(c), 2.02(d) and 2.02(e)) shall be true and correct (disregarding all qualifications

or limitations as to materiality) as of the Initial Closing Date as though made on and as of such date (except to the extent that such

representation or warranty speaks to an earlier date, in which case such representation or warranty shall be true and correct as of such

earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate,

have not prevented or materially delayed or would not reasonably be expected to prevent or materially delay the consummation of the transactions

contemplated by this Agreement and (2) the representations and warranties of each Purchaser set forth in Sections 2.02(a),

2.02(b)(i), 2.02(c), 2.02(d) and 2.02(e) shall be true and correct in all material respects as of

the Initial Closing Date as though made on and as of such date;

(ii)            each

Purchaser shall have performed and complied with in all material respects all obligations required to be performed and complied with by

it pursuant to this Agreement at or prior to the Initial Closing;

(iii)            the

Company shall have received a certificate signed on behalf of each Purchaser by a duly authorized Person certifying to the effect that

the conditions set forth in Sections Section 1.03(d)(i)(1) and (2) have been satisfied; and

(iv)            each

Purchaser shall have delivered to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service Form W-9

certifying that the Purchaser is a U.S. person and that such Purchaser is not subject to backup withholding.

(e)            The

obligation of each Purchaser to effect any Subsequent Closing is also subject to the satisfaction or written waiver by such Purchaser

as of each Subsequent Closing of the following conditions:

(i)            (1) the

representations and warranties of the Company set forth in Section 2.01 hereof (other than Sections 2.01(a)(i),

2.01(b), 2.01(c)(i), 2.01(d), 2.01(e) and 2.01(g)) shall be true and correct (disregarding all

qualifications or limitations as to materiality or Company Material Adverse Effect) as of the applicable Subsequent Closing Date as though

made on and as of such date (except to the extent that such representation or warranty speaks to an earlier date, in which case such representation

or warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be

so true and correct, individually or in the aggregate, has not and would not be reasonably expected to have a Company Material Adverse

Effect and (2) the representations and warranties of the Company set forth in Sections 2.01(a)(i), 2.01(b), 2.01(c)(i),

2.01(d), 2.01(e) and 2.01(g) shall be true and correct in all material respects as of the applicable Subsequent

Closing Date as though made on and as of such date (except to the extent that such representation or warranty speaks to an earlier date,

in which case such representation or warranty shall be true and correct as of such earlier date);

(ii)            the

Company shall have performed and complied with in all material respects all obligations required to be performed and complied with by

it pursuant to this Agreement at or prior to the applicable Subsequent Closing;

(iii)            such

Purchaser shall have received a certificate signed on behalf of the Company by a duly authorized Person certifying to the effect that

the conditions set forth in Sections 1.03(e)(i)(1) and (2) have been satisfied;

(iv)            the

shares of Common Stock issuable upon conversion of the applicable Additional Shares shall have been approved for listing on NYSE, subject

to official notice of issuance;

(v)            the

terms of the Series C Preferred Stock shall continue to be part of the Charter as of the applicable Subsequent Closing Date; and

(vi)            such

Purchaser and any other Purchaser shall respectively have sufficient funds to purchase the Subsequent Shares at the Additional Shares

Purchase Price; provided that in connection with invoking this condition, such Purchaser shall have delivered to the Company a

written notice, signed by a duly authorized Person and certifying that such Purchaser does not have access to funds in an amount sufficient

to fund the Additional Shares Purchase Price.

(f)            The

obligation of the Company to effect any Subsequent Closing is also subject to the satisfaction or written waiver by the Company as of

the applicable Subsequent Closing of the following conditions:

(i)            (1) the

representations and warranties of each Purchaser set forth in Section 2.02 hereof (other than Sections 2.02(a),

2.02(b)(i), 2.02(c), 2.02(d) and 2.02(e)) shall be true and correct (disregarding all qualifications

or limitations as to materiality) as of the applicable Subsequent Closing Date as though made on and as of such date (except to the extent

that such representation or warranty speaks to an earlier date, in which case such representation or warranty shall be true and correct

as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in

the aggregate, have not prevented or materially delayed or would not reasonably be expected to prevent or materially delay the consummation

of the transactions contemplated by this Agreement and (2) the representations and warranties of each Purchaser set forth in Sections 2.02(a),

2.02(b)(i), 2.02(c), 2.02(d) and 2.02(e) shall be true and correct in all material respects as of

the applicable Subsequent Closing Date as though made on and as of such date;

(ii)            each

Purchaser shall have performed and complied with in all material respects all obligations required to be performed and complied with by

it pursuant to this Agreement at or prior to the applicable Subsequent Closing;

(iii)            the

Company shall have received a certificate signed on behalf of each Purchaser by a duly authorized Person certifying to the effect that

the conditions set forth in Sections 1.03(f)(i)(1) and (2) have been satisfied; and

(iv)            Unless

previously delivered at the Initial Closing, and still valid and accurate, each Purchaser shall have delivered to the Company a duly executed,

valid, accurate and properly completed Internal Revenue Service Form W-9 certifying that the Purchaser is a U.S. person and that

such Purchaser is not subject to backup withholding.

Article II

REPRESENTATIONS AND WARRANTIES

Section 2.01      Representations

and Warranties of the Company. Except as set forth (x) in SEC Documents filed or furnished prior to the date of this Agreement

or (y) in a correspondingly identified schedule attached hereto (provided that any such disclosure shall be deemed to be disclosed

with respect to each other representation and warranty to which the relevance of such exception is reasonably apparent on the face of

such disclosure), the Company represents and warrants to each Purchaser, as of the date hereof, as of the Initial Closing Date and any

Subsequent Closing Date, as applicable (except to the extent made only as of a specified date in which case as of such date), that:

(a)            Organization

and Authority.

(i)            The

Company (i) is a corporation duly incorporated and validly existing under the laws of the state of Maryland, (ii) has all requisite

corporate power and authority to own its properties and conduct its business as described in the SEC Documents and (iii) is duly

qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its

business requires it to be so qualified, except, in the case of this clause (iii), where failure to be so qualified or in good standing,

individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse Effect.

(ii)            Each

of the Company’s Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission

(the “SEC”)) (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) has

all requisite corporate or other applicable entity power and authority to own its properties and conduct its business as described in

the SEC Documents and (iii) is duly qualified to do business and is in good standing in all jurisdictions where its ownership or

leasing of property or the conduct of its business requires it to be so qualified, except, in the case of this clause (iii), where

failure to be so qualified or in good standing, individually or in the aggregate, has not and would not reasonably be expected to have

a Company Material Adverse Effect.

(b)            Capitalization.

(i)            The

authorized capital stock of the Company consists of 100,000,000 shares of common stock, par value $0.001 per share (the “Common

Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), including

3,105,000 shares of 7.50% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) and

5,300,000 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series B Preferred

Stock”) (excluding any shares that may be authorized pursuant to the Transaction Documents). As of the close of business on

May 6, 2026, (i) 13,234,830 shares of Common Stock were issued and outstanding, (ii) 167,818 Common Stock were reserved

for issuance under a Plan, (iii) 443,884 shares of Common Stock were reserved for issuance upon the exchange or redemption of common

units of limited partnership (“OP Units”) of Chiron Real Estate LP (“Operating Partnership”), (iv) 3,105,000

shares of Series A Preferred Stock were issued and outstanding and (v) 2,050,000 shares of Series B Preferred Stock were

issued and outstanding.

(ii)            All

outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were

not issued in violation of any preemptive or similar right. Except as set forth in Section 2.01(b)(1), the Company has not

issued any securities or right to purchase securities of the Company (including any options, warrants or other rights, agreements, arrangements

or commitments of any character or any securities convertible into or exchangeable for any capital stock or other Equity Interests of

the Company). Except as provided in the Charter, the Agreement of Limited Partnership of the Operating Partnership, as amended, and the

Transaction Documents, there are no outstanding contractual obligations of the Company (i) restricting the transfer of, (ii) affecting

the voting rights of, (iii) requiring the sale, issuance, repurchase, redemption or disposition of, or containing any right of first

refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with

respect to, any shares of capital stock of, or other Equity Interests in, the Company. The Company does not have outstanding stockholder

purchase rights or “poison pill” or any similar arrangement in effect.

(iii)            Each

outstanding share of capital stock of or other Equity Interest in each Company Subsidiary is duly authorized, validly issued, fully paid,

nonassessable and free of preemptive rights and, except in the case of the Operating Partnership, is owned, beneficially and of record,

by the Company, the Operating Partnership or one or more of their wholly-owned Subsidiaries free and clear of all Liens, except, in each

case, where such failure, individually or in the aggregate, has not and would not reasonably be expected to have a Company Material Adverse

Effect. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for, securities

having the right to vote) on any matters on which the stockholders of the Company may vote are issued.

(i)            The

Company has the corporate power and authority to enter into this Agreement and the other Transaction Documents and to carry out its obligations

hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company

and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company

(the “Board of Directors”). This Agreement and the Investor Rights Agreement have been, and (as of the Initial Closing

Date or the date of the Warrant Agreement, as applicable) the other Transaction Documents will be, duly and validly executed and delivered

by the Company and, assuming due authorization, execution and delivery by each Purchaser, this Agreement and the Investor Rights Agreement

are, and (as of the Initial Closing Date or the date of the Warrant Agreement, as applicable) each of the other Transaction Documents

will be, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as enforcement

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability

relating to or affecting creditors’ rights or by general equity principles).

(ii)            Neither

the execution and delivery by the Company of this Agreement or the other Transaction Documents, nor the consummation of the transactions

contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof (including the rights of the

Shares to convert into shares of Common Stock or the issuance of shares of Common Stock upon exercise of the Warrants), will (i) require

notice, consent or approval pursuant to, violate, 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, would constitute a default) under, or result in the termination of, or accelerate

the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of

the properties or assets of the Company or any Company Subsidiary under any of the (A) terms, conditions or provisions of the Charter

or the Fifth Amended and Restated Bylaws of the Company (as amended or modified from time to time prior to the date hereof, the “Bylaws”)

or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Subsidiary or (B) obligations,

agreements, covenants or conditions contained in any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other

instrument to which the Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company

Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (ii) subject to compliance

with the statutes and regulations referred to in the next paragraph, violate any law, statute, ordinance, rule, regulation, permit, franchise

or any judgment, ruling, order, writ, injunction or decree of any Governmental Entity having jurisdiction over the Company or any Company

Subsidiary or any of their respective properties or assets, except in the case of clauses (i)(B) and (ii) for such violations,

conflicts and breaches as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(iii)            Other

than (i) the securities or blue sky laws of the various states of the United States, (ii) the filing of one or more Forms 8-K,

(iii) the listing on NYSE of the shares of Common Stock issuable upon the conversion of the Shares or any shares of Common Stock

issuable upon exercise of the Warrants, (iv) the filing of the Articles Supplementary with the State Department of Assessments and

Taxation of Maryland or (v) as specifically contemplated by this Agreement or the other Transaction Documents, no notice to, registration,

declaration or filing with, exemption or review by, or authorization, order, consent or approval of any Governmental Entity or stock exchange,

nor expiration or termination of any statutory waiting period, is necessary for the execution or delivery by the Company of this Agreement

or the other Transaction Documents or the consummation by the Company of the transactions contemplated by this Agreement or the other

Transaction Documents, other than such notices, registrations, declarations, filings, exemptions, reviews, consents or approvals as would

not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d)            Sale

of Securities. Assuming the accuracy of the Purchasers’ representations in Section 2.02, the offer and sale of the

Shares is exempt from the registration and prospectus delivery requirements of the Securities Act.

(e)            Status

of Securities. The Shares to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the

Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration

therefor as provided in this Agreement or the Articles Supplementary, the Shares will be validly issued, fully paid and nonassessable,

will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions

arising under the Charter and applicable securities Laws. Upon any conversion of any Shares into shares of Common Stock pursuant to the

terms of the Articles Supplementary, such shares of Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable,

and will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except

restrictions arising under the Charter and applicable securities Laws. The shares of Common Stock to be issued upon any conversion of

the Shares have been duly reserved for such issuance.

(f)            SEC

Documents; Financial Statements.

(i)            The

Company has filed, on a timely basis, all required reports, proxy statements, forms, and other documents with the SEC since May 6,

2025 (collectively, the “SEC Documents”). Each of the SEC Documents, as of its respective filing date complied in all

material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations

of the SEC promulgated thereunder applicable to such SEC Documents, and, except to the extent that information contained in any SEC Document

has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this Agreement, none of

the SEC Documents 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.

(ii)            The

Company (i) has established disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that

are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company, including its

consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC

and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors

and the Board of Director’s audit committee (A) any significant deficiencies and material weaknesses in the design or operation

of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely

to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud,

whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls

over financial reporting. As of the date of this Agreement, to the Knowledge of the Company, there is no reason that its chief executive

officer and chief financial officer will not be able to give the certifications required pursuant to the rules and regulations adopted

pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due.

(iii)            There

is no transaction, arrangement or other relationship between the Company and/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 SEC Documents and is not so disclosed.

(iv)            The

financial statements of the Company and its consolidated Subsidiaries included in the SEC Documents, together with the related schedules

and notes thereto, (i) complied as to form in all material respects with applicable accounting requirements and the published rules and

regulations of the SEC with respect thereto, in each case as of the date such SEC Document was filed, and (ii) have been prepared

in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis

during the periods involved (except as may be indicated in such financial statements or the notes thereto) and fairly present in all material

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

statements of operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case

of unaudited quarterly statements, to the absence of footnote disclosures and normal year-end audit adjustments).

(g)            Brokers

and Finders. Neither the Company nor its Subsidiaries has employed any broker or finder or incurred any liability for any financial

advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for the Company

in connection with this Agreement or the transactions contemplated hereby.

(h)            Litigation.

There is no legal, governmental or regulatory proceedings, actions or investigations pending or, to the Knowledge of the Company, threatened

against, nor any outstanding judgment, order, writ or decree against, the Company or any of its Subsidiaries or any of their respective

assets before or by any Governmental Entity, which individually or in the aggregate have a Company Material Adverse Effect.

(i)            Indebtedness.

Neither the Company nor any of its Subsidiaries is, immediately prior to the execution and delivery of this Agreement, in default in the

payment of any material indebtedness or in default under any agreement relating to its material indebtedness.

(j)            Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company

has taken no action designed to, or which to the Knowledge of the Company is reasonably likely to, have the effect of, terminating the

registration of the Common Stock under the Exchange Act nor has the Company received as of the date of this Agreement any notification

that the SEC is contemplating terminating such registration.

(k)            Federal

Tax Status. Commencing with its taxable year ended December 31, 2016, the Company has been organized and operated in conformity

with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code.

(l)            No

Additional Representations. Except for the representations and warranties made by the Company in this Section 2.01, neither

the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries

or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company

hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company

nor any other Person makes or has made any representation or warranty to the Purchasers, or any of their respective Affiliates or representatives,

with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of

its Subsidiaries or their respective business, or (ii) any oral or written information presented to the Purchasers or any of their

respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement

and the other Transaction Documents or in the course of the transactions contemplated hereby or thereby. Notwithstanding anything to the

contrary herein, nothing in this Agreement shall limit the right of the Purchasers and their respective Affiliates to rely on the representations,

warranties, covenants and agreements expressly set forth in this Agreement or in any certificate delivered pursuant hereto, nor will anything

in this Agreement operate to limit any claim by any Purchaser or any of its respective Affiliates for actual and intentional fraud.

Section 2.02      Representations

and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, as of the date hereof, as of the Initial

Closing Date and any Subsequent Closing Date, as applicable, (except to the extent made only as of a specified date in which case as of

such date), severally and not jointly, that:

(a)            Organization

and Authority. The Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction

or organization, (ii) has all requisite power and authority to own its properties and assets and conduct its business as presently

conducted and (iii) is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing

of property or the conduct of its business requires it to be so qualified, except, in the case of this clause (iii), where failure

to be so qualified has not and would not reasonably be expected to materially and adversely affect the Purchaser’s ability to perform

its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

(b)            Authorization.

(i)            The

Purchaser has the requisite power and authority to enter into this Agreement and the other Transaction Documents and to carry out its

obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by

the Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action

on the part of the Purchaser, and no further approval or authorization by any of its stockholders, partners, members or other equity owners,

as the case may be, is required. This Agreement and the Investor Rights Agreement have been, and (as of the Initial Closing or the date

of the Warrant Agreement, as applicable) the other Transaction Documents will be, duly and validly executed and delivered by the Purchaser

and assuming due authorization, execution and delivery by the Company, this Agreement and the Investor Rights Agreement are, and (as of

the Initial Closing or the date of the Warrant Agreement, as applicable) each of the other Transaction Documents will be, a valid and

binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except as enforcement may be limited

by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating

to or affecting creditors’ rights or by general equity principles). No other organizational proceedings are necessary for the execution

and delivery by the Purchaser of this Agreement or the other Transaction Documents, the performance by it of its obligations hereunder

or thereunder or the consummation of the transactions contemplated hereby or thereby.

(ii)            Neither

the execution, delivery and performance by the Purchaser of this Agreement or the other Transaction Documents, nor the consummation of

the transactions contemplated hereby or thereby, nor compliance by the Purchaser with any of the provisions hereof or thereof, will (i) require

notice, consent or approval pursuant to, violate, 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, would constitute a default) under, or result in the termination of, or accelerate

the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of

the properties or assets of the Purchaser under any of the (A) terms, conditions or provisions of its organizational documents or

(B) obligations, agreements, covenants or conditions contained in any note, bond, mortgage, indenture, deed of trust, license, lease,

agreement or other instrument or obligation to which the Purchaser is a party or by which it may be bound, or to which the Purchaser or

any of the properties or assets of the Purchaser may be subject, or (ii) subject to compliance with the statutes and regulations

referred to in the next paragraph, violate any law, statute, ordinance, rule or regulation, permit, concession, grant, franchise

or any judgment, ruling, order, writ, injunction or decree applicable to the Purchaser or any of their respective properties or assets

except in the case of clauses (i)(B) and (ii) for such violations, conflicts and breaches as would not reasonably be expected

to prevent or materially delay the consummation of the transactions contemplated by this Agreement or have a material adverse effect on

the Purchaser’s ability to fully perform its respective covenants and obligations under this Agreement.

(iii)            Other

than (i) the securities or blue sky Laws of the various states and (ii) filings pursuant to Section 13 and Section 16

of the Exchange Act, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent

or approval of, any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for the execution,

delivery and performance by the Purchaser of this Agreement or the other Transaction Documents or the consummation by the Purchaser of

the transactions contemplated by this Agreement or the other Transaction Documents.

Capability. At the Initial Closing and any Subsequent Closing, as applicable, the Purchaser will have access to available funds necessary

to consummate the Initial Closing or Subsequent Closing, as applicable, on the terms and conditions contemplated by this Agreement (including

paying the Purchaser’s full portion of the Initial Shares Purchase Price or the Additional Shares Purchase Price, as applicable).

The Purchaser is not aware of any reason why the funds sufficient to fulfill its obligations under Article I (including paying

the Purchaser’s full portion of the Initial Shares Purchase Price or the Additional Shares Purchase Price, as applicable) will not

be available on the Initial Closing Date or any Subsequent Closing Date, as applicable.

(d)            Brokers

and Finders. Neither the Purchaser nor its Affiliates or any of their respective officers, directors, employees or agents has employed

any broker or finder for which the Company will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s

fees in connection with this Agreement or the transactions contemplated hereby.

(e)            Investment

Representations.

(i)            The

Purchaser acknowledges that the Shares and the Warrants have not been and will not be, and the shares of Common Stock issuable upon the

conversion of the Shares or the exercise of the Warrants have not been, registered under the Securities Act or under any state securities

Laws.

(ii)            The

Purchaser is an “accredited investor” as defined in Rule 501 under the Securities Act.

(iii)            If

the Purchaser is an accredited investor based solely upon the accredited investor status of all of its equity owners, (i) such Purchaser

is an entity that is an accredited investor, as defined in Rule 501(a)(8), in which all of the equity owners are accredited investors,

as defined in Rule 501(a)(3), Rule 501(a)(5), Rule 501(a)(6), Rule 501(a)(7), Rule 501(a)(9), or Rule 501(a)(12),

(ii) each of such Purchaser’s equity owners has a minimum investment obligation to the Purchaser (including pursuant to a binding

commitment to invest at least a minimum cash amount in one or more installments, as and when called by the Purchaser) of at least $200,000

for natural persons and $1,000,000 for legal entities, which minimum investment amount is not financed in whole or in part by any third

party for the specific purpose of participating in the purchase of the Shares, and (iii) such Purchaser’s investment in the

Shares will not be financed in whole or in part by any third party for the specific purpose of purchasing the Shares.

(iv)            If

the Purchaser is an accredited investor based upon its total assets, (i) such Purchaser is an accredited investor, as defined in

Rule 501(a)(3), Rule 501(a)(7), Rule 501(a)(9), or Rule 501(a)(12) and (ii) such Purchaser’s investment

in the Shares will not be financed in whole or in part by any third party for the specific purpose of purchasing the Shares.

(v)            The

Purchaser acknowledges that it is acquiring the Shares and the shares of Common Stock issuable upon the conversion of the Shares, and,

if applicable, the Warrants and shares of Common Stock issuable upon the exercise of the Warrants, pursuant to an exemption from registration

under the Securities Act for its own account solely for investment with no intention to distribute any of the Shares, the Warrants or

the shares of Common Stock issuable upon the conversion of the Shares or the exercise of the Warrants to any person in violation of applicable

securities Laws.

(vi)            The

Purchaser will not sell, transfer, or otherwise dispose of any of the Shares, the Warrants or the shares of Common Stock issuable upon

the conversion of the Shares or the exercise of the Warrants, except in compliance with the Charter and the registration requirements

or exemption provisions of the Securities Act and any other applicable securities Laws.

(vii)            The

Purchaser has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating

the merits and risks of its investment in the Shares, the Warrants and the shares of Common Stock issuable upon the conversion of the

Shares or the exercise of the Warrants and of making an informed investment decision and to protect its own interest in connection with

such investment.

(viii)            Without

prejudice to any claim of the Purchaser hereunder for breach of the Company’s representations and warranties or for actual and intentional

fraud in the making of the representations and warranties of the Company set forth in this Agreement or in any certificate delivered hereunder,

the Purchaser acknowledges that it (i) has been furnished with or has had full access to all the information that it considers necessary

or appropriate to make an informed investment decision with respect to the Shares, the Warrants and the shares of Common Stock issuable

upon the conversion of the Shares or the exercise of the Warrants and (ii) has had an opportunity to discuss with management of the

Company the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such

information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which

it had access.

(ix)            The

Purchaser can bear the economic risk of (i) an investment in the Shares, the Warrants and the shares of Common Stock issuable upon

the conversion of the Shares or the exercise of the Warrants indefinitely and (ii) a total loss in respect of such investment.

(x)            The

Purchaser hereby represents that neither the Purchaser nor any of its Rule 506(d) Related Parties (as defined below) is a “bad

actor” within the meaning of Rule 506(d) of the Securities Act. For purposes hereof, “Rule 506(d) Related

Party” means a person or entity covered by the “Bad Actor” disqualifications of Rule 506(d) of the Securities

Act as set out in clause (1) thereof.

(f)            Ownership

of Company Stock. As of the date hereof, other than 53,434 shares of Common Stock beneficially owned by [***], neither of Maewyn Purchaser

nor any of its respective Affiliates beneficially owns any shares of Common Stock.

(g)            No

Additional Representations. Each of the Purchaser and its Affiliates acknowledges and agrees that, except for the representations

and warranties contained in Section 2.01, neither the Company nor any other Person, makes any express or implied representation

or warranty with respect to the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities, employees,

employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular,

without limiting the foregoing disclaimer, neither the Company nor any other Person, makes or has made any representation or warranty

to the Purchaser, or any of its Affiliates or representatives, with respect to (i) any financial projection, forecast, estimate,

budget or prospect information relating to the Company, its Subsidiaries or their respective business, or (ii) except for the representations

and warranties made by the Company in Section 2.01, any information presented to the Purchaser or any of its Affiliates or

representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement and the other Transaction

Documents or in the course of the transactions contemplated hereby or thereby. To the fullest extent permitted by applicable law, except

with respect to the representations and warranties contained in Section 2.01, neither the Company nor any of its Subsidiaries

shall have any liability to Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal

or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information

or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries to Purchaser or its Affiliates

or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement and the other

Transaction Documents or in the course of the transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing in this

Section 2.02(f) shall limit, preclude or prohibit any claim by the Purchaser of actual and intentional fraud.

Article III

COVENANTS

Section 3.01      Filings;

Other Actions.

(a)            The

Purchasers and the Company will have the right to review in advance, and to the extent practicable, each will consult with the other,

in each case, subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and

any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental

Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto

agrees to act reasonably and as promptly as practicable. For the avoidance of doubt, the Company will have no obligation to share with

the Purchasers any SEC Documents to be filed with or furnished to the SEC other than those portions which contain information relating

to the Purchasers. This Section 3.01(a) shall not apply to any statement made by the Company in any SEC Documents to

be filed with or furnished to the SEC which is consistent with prior disclosure (including pursuant to any communications plan agreed

to between the Company and the Purchasers prior to such disclosure).

(b)            Each

Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each Purchaser, to the extent permitted by Law, with

copies of written communications received by it or its Subsidiaries from any Governmental Entity in respect of the transactions contemplated

by this Agreement and the other Transaction Documents.

the Purchasers nor the Company shall participate in any substantive meeting with any Governmental Entity in respect of the transactions

contemplated by this Agreement and the other Transaction Documents unless it consults with the other party in advance and, to the extent

not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate therein or thereat.

(d)            Each

party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 3.01.

Section 3.02      Reasonable

Best Efforts to Close. Prior to the Initial Closing or any Subsequent Closing, each of the Company and each Purchaser will use reasonable

best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable

Laws so as to permit consummation of the transactions contemplated hereby as promptly as practicable and otherwise to enable consummation

of the transactions contemplated hereby and shall cooperate reasonably with the other party hereto to that end.

Section 3.03      Authorized

Common Stock. At any time that any Shares are outstanding, the Company shall from time to time take all lawful action within its control

to cause the stock of the Company to include a number of authorized but unissued shares of Common Stock equal to the number of shares

of Common Stock issuable upon the conversion of all Shares then issued and outstanding. All shares of Common Stock delivered upon conversion

of the Shares shall be newly issued shares, shall have been duly authorized and validly issued and shall be fully paid and nonassessable,

and free and clear of any Liens (other than Liens arising under the Charter and applicable securities Laws).

Section 3.04      Certain

Adjustments. During the Pre-Closing Period, if the Company shall effect any transaction that would have resulted in an adjustment

to the Conversion Rate (as defined in the Articles Supplementary) pursuant to Section 10 of the Articles Supplementary if the Shares

had been issued since the date hereof, the Company shall adjust the Conversion Rate, effective as of the Initial Closing Date, in the

same manner as would have been required by Section 10 of the Articles Supplementary if the Shares had been issued and outstanding

since the date hereof.

Section 3.05      NYSE

Listing of Shares. Prior to the Initial Closing and any Subsequent Closing, as applicable, the Company shall promptly apply to cause

the shares of Common Stock issuable upon the conversion of the Initial Shares or any Additional Shares, as applicable, to be approved

for listing on NYSE, subject to official notice of issuance.

Section 3.06      State

Securities Laws. During the Pre-Closing Period or the period prior to any Subsequent Closing, as applicable, the Company shall use

its reasonable best efforts to (a) obtain all necessary permits and qualifications, if any, or secure an exemption therefrom, required

by any state or country prior to the offer and sale of the Initial Shares or such Additional Shares, as applicable, and the shares of

Common Stock issuable upon the conversion of the Initial Shares or such Additional Shares, as applicable, and (b) cause such authorization,

approval, permit or qualification to be effective as of the Initial Closing Date or such Subsequent Closing Date, as applicable, and,

as to the shares of Common Stock issuable upon conversion of the Initial Shares or such Additional Shares, as applicable, as of any such

conversion.

Section 3.07      Negative

Covenants. During the Pre-Closing Period, except as required by applicable Law, to comply with any judgment, ruling, order, writ,

injunction or decree of any Governmental Entity or as required by the Transaction Documents, the Company and its Subsidiaries shall use

their reasonable best efforts to operate their businesses in all material respects in the ordinary course consistent with past practice,

and, without the prior written consent of each Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), shall

not:

(a)            declare,

or make payment in respect of, any dividend upon any shares of the Company, other than cash dividends that are in amounts that are materially

consistent with past practice;

(b)            redeem,

repurchase or acquire any shares of the Company, other than repurchases of shares (i) approved by the Board of Directors and publicly

announced, (ii) made in an “open market” transaction at the then-prevailing price or through an “accelerated share

repurchase” on customary terms or (ii) from employees, officers or directors of the Company or any of its Subsidiaries in the

ordinary course of business consistent with past practice pursuant to any of the Company’s agreements or plans in effect as of the

date hereof;

issue or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company

other than (i) the authorization and issuance of the Shares, (ii) issuances pursuant to any of the Company’s agreements

or plans in effect as of the date hereof of shares of capital stock, or securities exercisable for, exchangeable for or convertible into

shares of capital stock, of the Company to (A) officers or directors of the Company or any of its Subsidiaries in the ordinary course

of business consistent with past practice or (B) non-officer employees of the Company or any of its Subsidiaries, (iii) subject

to Section 3.04, if applicable, issuances of shares of Common Stock pursuant to any securities offering, and (iv) issuances

of shares of Common Stock pursuant to the exchange or redemption of OP Units;

(d)            amend

or otherwise change, or waive any provision of, the Charter or the Bylaws or make any material change to any organizational document of

any Company Subsidiary, including as a result of a merger, amalgamation, consolidation or other similar or extraordinary transaction;

(e)            [reserved];

(f)            make

any material loans or material advances of money to any Person (other than the Company and its Subsidiaries), except for (i) loans

made pursuant to any Plan, (ii) advances to employees or officers of the Company or any of its Subsidiaries for expenses incurred

in the ordinary course of business consistent with past practice, (iii) trade credit extended to tenants and other business counterparties

in the ordinary course of business consistent with past practice or (iv) the funding of the Company’s current mezzanine loan

commitments (including pursuant to any existing agreements or commitments in effect as of the date hereof) if, in each of the foregoing

case (i) to (iv), pro forma for such incurrence, Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company

and its Subsidiaries is equal to or less than 0.60 to 1:00; or

(g)            authorize

or enter into a contract or otherwise make any commitment to do any of the foregoing.

Article IV

ADDITIONAL AGREEMENTS

Section 4.01      Transfer

Restrictions.

(a)            Each

Purchaser acknowledges that it will not sell, transfer, or otherwise dispose of any of the Shares, the Warrants or shares of Common Stock

issuable upon the conversion of the Shares or the exercise of the Warrants, except in compliance with the Charter and the registration

requirements or exemption provisions of the Securities Act and any other applicable securities Laws.

(b)            Any

attempted Transfer in violation of this Section 4.01 shall be null and void ab initio and the Company shall not be required

to give any effect thereto.

Section 4.02      Legend.

(a)            Each

Purchaser agrees that all certificates or other instruments representing the Shares subject to this Agreement (or the Warrants or the

shares of Common Stock issuable upon the conversion of the Shares or the exercise of the Warrants) will bear a legend substantially to

the following effect:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,

SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

THIS SECURITY, THE CONVERSION OF THIS

SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER

AS SET FORTH IN THE COMPANY’S CHARTER, AS THE SAME MAY BE IN EFFECT FROM TIME TO TIME, AND THE COMPANY WILL FURNISH A FULL

STATEMENT ABOUT CERTAIN RESTRICTIONS ON OWNERSHIP AND TRANSFER OF STOCK ON REQUEST AND WITHOUT CHARGE.

(b)            Upon

the written request of a Purchaser (or any Permitted Transferee), if the Shares, the Warrants or any shares of Common Stock issuable upon

the conversion of the Shares or the exercise of the Warrants are either eligible to be sold (i) pursuant to an effective registration

statement under the Securities Act or (ii) without restriction under, and without the Company being in compliance with the current

public information requirements of, Rule 144 of the Securities Act, then each of the Company and such Purchaser will reasonably cooperate

with the Company’s transfer agent, such that any remaining restrictive legend set forth on such Shares, Warrants or shares of Common

Stock will be removed in connection with a sale thereof, subject to the receipt from such Purchaser by the Company and its transfer agent

of customary representations and other documentation reasonably requested by the Company and its transfer agent in connection therewith,

including, if required by the Company’s transfer agent, an opinion of counsel reasonably satisfactory to the transfer agent to the

effect that such legend is no longer required under the Securities Act and applicable state Laws.

Section 4.03      Tax

Matters.

(a)            The

Company shall pay any and all documentary, stamp and similar issue or transfer tax due on (b) the issuance of the Shares or (d) the

issuance of shares of Common Stock upon conversion of the Shares. However, in the case of conversion of Shares, the Company shall not

be required to pay any tax or duty that may be payable in respect of any transfer involved in the issuance and delivery of shares of Common

Stock or Series C Preferred Stock in a name other than that of the holder of the shares to be converted, and no such issuance or

delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax or duty,

or has established to the satisfaction of the Company that such tax or duty has been paid.

(b)            The

Company and its paying agent shall be entitled to deduct and withhold taxes on all payments and distributions (or deemed distributions)

on the Series C Preferred Stock, the Warrants (or upon the exercise thereof) or the Common Stock issued upon any conversion of Series C

Preferred Stock or exercise of Warrants, in each case, to the extent required by applicable Law. To the extent that any amounts are so

deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of these Articles Supplementary as having been

paid to the Person in respect of which such deduction or withholding was made. In the event the Company has remitted any amounts to a

governmental authority on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution)

with respect to a share of Series C Preferred Stock, a Warrant or a share of Common Stock, the Company shall be entitled (i) to

offset any such amounts against any amounts otherwise payable in respect of such share of Series C Preferred Stock, Warrant, or share

of Common Stock, as applicable, or (ii) to require the Person in respect of whom such deduction or withholding was made to reimburse

the Company for such amounts (and such Person shall promptly so reimburse the Company upon demand).

Section 4.04      Survival.

Except in the case of intentional and actual fraud, the representations and warranties of the parties contained in Article II hereof

and made at or prior to any Closing shall not survive, and shall terminate automatically as of, that Closing, and there shall be no liability

in respect thereof, whether such liability has accrued prior to or after that Closing, on the party, its Affiliates or any of their respective

representatives. All other covenants and agreements of the parties contained herein shall survive the Initial Closing and any Subsequent

Closing, as applicable, in accordance with their terms.

Article V

MISCELLANEOUS

Section 5.01      Expenses.

At the Initial Closing, the Company shall pay the reasonable and documented fees and expenses of counsel (who will be Latham &

Watkins LLP) for the Purchasers incurred in connection with the consummation of the transactions contemplated herein, in an aggregate

amount not to exceed $250,000 (the “Expense Reimbursement Amount”); provided, however, that in the event that the Initial

Closing has not occurred by the Initial Closing Deadline (unless the Initial Closing has not occurred by the Initial Closing Deadline

due to the failure of any Purchaser to perform or comply with its obligations under this Agreement), the Company shall pay the reasonable

and documented fees and expenses of counsel for the Purchasers incurred in connection with the consummation of the transactions contemplated

herein. Notwithstanding the foregoing, in the event that the Initial Closing has not occurred by the Initial Closing Deadline as a result

of any Purchaser having invoked the condition set forth in Section 1.03(c)(ix) and such Purchaser's failure to fund the purchase

of the Initial Shares, the Purchasers shall reimburse the Company for the reasonable and documented fees and expenses of counsel for the

Company (who will be Vinson & Elkins L.L.P.) incurred in connection with the transactions contemplated herein.

Section 5.02      Commitment

Fee. At the Initial Closing, the Company shall pay the Purchasers a fee in the amount of 3% of the Commitment Amount (the “Commitment

Fee”) in the percentage set forth opposite such Purchaser’s name on Schedule I hereto.

Section 5.03      Amendment;

Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing

and signed by an officer of a duly authorized representative of such party. No failure or delay by any party in exercising any right,

power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or

further exercise thereof or the exercise of any other right, power or privilege. The conditions to each party’s obligation to consummate

the Initial Closing and any Subsequent Closing, as applicable, are for the sole benefit of such party and may be waived by such party

in whole or in part to the extent permitted by applicable Law. No waiver of any party to this Agreement will be effective unless it is

in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject

to such waiver. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.04      Counterparts;

Electronic Transmission. This Agreement, and any amendments hereto, to the extent signed and delivered by means of an electronic transmission,

including by a facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and

shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The words

“execution,” “execute”, “signed,” “signature,” and words of like import in or related

to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation

waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations

on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability

as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for

in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any state Laws based on the

Uniform Electronic Transactions Act. Neither party hereto or to any such agreement or instrument shall raise the use of electronic transmission

by a facsimile machine or via email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or

communicated through such electronic transmission as a defense to the formation of a contract and each such party forever waives any such

defense. This Agreement may be executed in separate counterparts, each of which will be an original and all of which together shall constitute

one and the same agreement binding on each party hereto.

Section 5.05      Governing

Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect

to any choice of law or conflict of law rules or provisions (whether of the state of New York or any other jurisdiction) that would

cause the application of the Laws of any jurisdiction other than the state of New York, except where the provisions of the laws of the

State of Maryland are mandatorily applicable. The parties further agree that any proceeding seeking to enforce any provision of, or based

on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to

the foregoing (the “Applicable Matters”), shall be brought exclusively in a state or federal court located in the Borough

of Manhattan, State of New York (the “Chosen Courts”), and each of the parties hereby irrevocably consents to the jurisdiction

of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection

that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court

or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum. The parties further covenant not

to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court

and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Process in any such proceeding may be served

on any Person with respect to such Applicable Matters anywhere in the world, whether within or without the jurisdiction of any such Chosen

Court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5.06 shall

be deemed effective service of process on such Person. AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER

INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY

IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Section 5.06      Notices.

Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed

to have been duly given hereunder (i) on the date of delivery when delivered personally or sent by electronic mail (upon confirmation

of receipt), (ii) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt

requested, postage prepaid and (iii) on the first Business Day following the date of dispatch if delivered by a recognized next-day

courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other address as may be designated in

writing by the party to receive such notice.

(b)            If

to Maewyn Purchaser:

c/o Maewyn Capital Partners

3889 Maple Avenue, Suite 220

Dallas, Texas 75219

Attn: Charles Fitzgerald

E-mail: [***]

with a copy to (which copy alone shall

not constitute notice):

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

Attn: Lewis Kneib

Andrew Blumenthal

E-mail: [***]

to the Company:

Chiron Real Estate Inc.

7373 Wisconsin Avenue, Suite 800

Bethesda, Maryland 20814

Attn: Jamie Barber

E-mail: [***]

with a copy to (which copy alone shall

not constitute notice):

Vinson & Elkins L.L.P.

901 East Byrd Street, Suite 1500

Richmond, Virginia 23219

Attn: Daniel LeBey

E-mail: [***]

Section 5.07      Entire

Agreement. This Agreement (including the Exhibits hereto and the documents and instruments referred to in this Agreement), constitutes

the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, between the

parties with respect to the subject matter hereof and transactions contemplated hereby.

Section 5.08      Assignment.

Neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether

by operation of Law or otherwise) without the prior written consent of the other party, provided, however, that (a) a Purchaser may

assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more Permitted Transferees, and (b) in

the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights,

interests and obligations so assigned; provided that no such assignment will relieve such Purchaser of its obligations hereunder prior

to the Subsequent Closing Deadline to the extent the Initial Closing Date has occurred. Any Person who becomes a party to this Agreement

pursuant to this Section 5.08 shall execute and deliver to the Company a Joinder Agreement substantially in the form attached

hereto as Exhibit F and thereafter shall be deemed as a “Purchaser” for all purposes hereunder. Upon the delivery

of such Joinder Agreement, Schedule I hereto shall be updated to reflect the joining of such Person as a Purchaser and applicable fraction(s) and

maximum amount(s) of the Commitment Amount shall be adjusted proportionately.

Section 5.09      Interpretation.

Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall

include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer

to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause

references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter

and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to

this Agreement. In addition, the following terms are ascribed the following meanings:

(a)            the

word “or” is not exclusive;

(b)            the

words “including,” “includes,” “included” and “include” are

deemed to be followed by the words “without limitation”;

terms “herein,” “hereof” and “hereunder” and other words of similar import refer

to this Agreement as a whole and not to any particular section, paragraph or subdivision; and

(d)            the

term “business day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking

institutions in New York City generally are authorized or required by law or other governmental action to close.

Section 5.10      Captions.

The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement

and will not be deemed to limit or otherwise affect any of the provisions hereof.

Section 5.11      Severability.

If any provision of this Agreement or the application thereof to any Person (including the officers and directors of the parties hereto)

or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof,

or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable,

will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal

substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination,

the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original

intent of the parties.

Section 5.12      No

Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any Person other

than the parties hereto (and their permitted assigns), any benefit, right or remedies.

Section 5.13      Public

Announcements. Subject to each party’s disclosure obligations imposed by law or regulation or the rules of any stock exchange

upon which its securities are listed, each of the parties hereto will cooperate in good faith with each other in the development and distribution

of all news releases and other public information disclosures with respect to this Agreement and any of the transactions contemplated

by this Agreement, and neither the Company nor any Purchaser (or such Purchaser’s Affiliates) will make any such news release or

public disclosure without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not

be unreasonably withheld, delayed or conditioned) and each party shall coordinate with the party whose consent is required with respect

to any such news release or public disclosure. Notwithstanding the foregoing, this Section 5.13 shall not apply to any press release

or other public statement made by the Company or a Purchaser (a) which is consistent with prior disclosure (including pursuant to

any communications plan agreed to between the Company and such Purchaser prior to such disclosure) and does not contain any information

relating to the transactions that has not been previously announced or made public in accordance with the terms of this Agreement or (b) is

made to its auditors, attorneys, accountants, financial advisors, limited partners or other Permitted Transferees.

Section 5.14      Specific

Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were

not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity

of posting bond or other undertaking, the parties shall be entitled to specific performance of the terms hereof or an injunction or injunctions

restraining any breach or threatened breach of any covenant or agreement set forth in this Agreement, this being in addition to any other

remedies to which they are entitled at law or equity, and in the event that any action or suit is brought in equity to enforce the provisions

of this Agreement, and no party will allege, and each party hereby waives, the defense or counterclaim that there is an adequate remedy

at law.

Section 5.15      Termination.

This Agreement may only be terminated:

(a)            by

mutual written agreement of the Company and each Purchaser;

(b)            by

either the Company or the Purchasers if the Initial Closing shall not have occurred on or before the Initial Closing Deadline; provided,

however, that the right to terminate this Agreement pursuant to this Section 5.15 shall not be available to any party

whose failure to materially comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted

in, the failure of the Initial Closing to occur on or prior to the Initial Closing Deadline;

notice given by the Company to the Purchasers, if there have been one or more inaccuracies in or breaches of one or more representations,

warranties, covenants or agreements made by a Purchaser in this Agreement such that the conditions in Section 1.03(d)(i) or

(ii), in the case of the Initial Closing, or Section 1.03(f)(i) or (ii), in the case of any Subsequent

Closing, as applicable, would not be satisfied and which have not been cured by such Purchaser fifteen (15) days (but in no event later

than the Initial Closing Deadline, in the case of the Initial Closing, or the Subsequent Closing Deadline, in the case of any Subsequent

Closing, as applicable) after receipt by such Purchaser of written notice from the Company requesting such inaccuracies or breaches to

be cured; or

(d)            by

notice given by a Purchaser to the Company, if there have been one or more inaccuracies in or breaches of one or more representations,

warranties, covenants or agreements made by the Company in this Agreement such that the conditions in Section 1.03(c)(i) or

(ii), in the case of the Initial Closing, or Section 1.03(e)(i) or (iii), in the case of any Subsequent

Closing, as applicable, would not be satisfied and which have not been cured by the Company within fifteen (15) days (but in no event

later than the Initial Closing Deadline, in the case of the Initial Closing, or the Subsequent Closing Deadline, in the case of any Subsequent

Closing, as applicable) after receipt by the Company of written notice from such Purchaser requesting such inaccuracies or breaches to

be cured.

Section 5.16      Effects

of Termination. In the event of any termination of this Agreement in accordance with Section 5.15, neither party (or any of its

Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except

to the extent of (i) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior

to such termination and (ii) any actual and intentional fraud or intentional or willful breach of this Agreement. In the event of

any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned

without further action by the parties hereto, in each case, except (x) as set forth in the preceding sentence and (y) that the

provisions of Sections 5.03 to 5.14 (Amendment, Waiver; Counterparts, Electronic Transmission; Governing Law; Waiver of Jury Trial;

Notices; Entire Agreement, Assignment; Interpretation; Captions; Severability; No Third Party Beneficiaries; Public Announcements; and

Specific Performance), Section 5.17 (Non-Recourse) and Section 5.18 (Definitions) shall survive the termination of this Agreement;

provided, however, in the event that this Agreement is terminated following the Initial Closing and prior to the Subsequent Closing Deadline

(x) the parties’ obligations under Sections 1.02(b) shall become void and have no effect and (y) all other provisions

of the Agreement shall remain in full force and effect.

Section 5.17      Non-Recourse.

This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this

Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified

as parties hereto, including entities that become parties hereto after the date hereof, including permitted assignees and successors,

or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Purchasers, and no

former, current or future equityholders, controlling Persons, directors, officers, employees, agents or Affiliates of any party hereto

or any former, current or future equityholder, controlling Person, director, officer, employee, general or limited partner, member, manager,

advisor, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations

or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or

by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith.

Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to

enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse

Party.

Section 5.18      Definitions.

(a)            As

used herein, the following terms have the meanings ascribed thereto below:

“Affiliate”

means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other

Person; provided, however, that (i) portfolio companies in which any Person or any of its Affiliates has an investment shall not

be deemed an Affiliate of such Person (except for the purposes of Sections 5.16 and 5.17, such portfolio companies

shall be deemed Affiliates), or (ii) the Company, any of its Subsidiaries, or any of the Company’s other controlled Affiliates,

in each case, will not be deemed to be Affiliates of any Purchaser for purposes of this Agreement. For purposes of this definition, “control”

(including, with correlative meanings, the terms “controlled by” and “under common control with”)

when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management

or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Code”

means the United Stated Internal Revenue Code of 1986, as amended.

“Company Material

Adverse Effect” means, with respect to the Company, any Effect that, individually or taken together with all other Effects that

have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, is or is reasonably likely

to be materially adverse to the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a

whole; provided, however, that in no event shall any of the following individually or taken together, be deemed to constitute, or be taken

into account in determining whether a Company Material Adverse Effect has occurred or is reasonably expected to occur: (i) any change

in the Company’s stock price or trading volume on the NYSE, (ii) any failure by the Company to meet internal or analyst revenue,

earnings or other financial projections or expectations for any period, (iii) any Effect that results from changes affecting the

industry in which the Company operates, or the United States economy generally, or any Effect that results from changes affecting general

worldwide economic or United States or global capital market conditions, (iv) any Effect caused by the announcement of the transactions

contemplated by this Agreement or the other Transaction Documents, or the identity of the Purchasers or any of their respective Affiliates

as the Purchasers in connection with the transactions contemplated by this Agreement, (v) political conditions, including acts of

war or terrorism or natural disasters or any pandemic or epidemic, (vi) any action taken or omitted to be taken by the Company at

the written request or with the prior written consent of the Purchasers, (vii) changes in GAAP or other accounting standards (or

any interpretation thereof) or (viii) changes in any Laws or other binding directives issued by any Governmental Entity or interpretations

or enforcement thereof; provided, however, that (A) the exceptions in clause (i) and (ii) shall not

prevent or otherwise affect a determination that any Effect underlying such change or failure has resulted in, or contributed to, a Company

Material Adverse Effect or that the underlying cause of such failure (unless such underlying cause would otherwise be excluded from this

definition) has resulted in, or contributed to, a Company Material Adverse Effect and (B) with respect to clauses (iii), (v),

(vii) and (viii), such Effects, alone or in combination, may be deemed to constitute, or be taken into account in determining whether

a Company Material Adverse Effect has occurred, but only to the extent such Effects disproportionately affect the Company and its Subsidiaries,

taken as a whole, relative to other companies operating in the same industry as the Company and its Subsidiaries.

“Company Subsidiary”

means any Subsidiary of the Company.

“Credit Agreement”

means that certain Third Amended and Restated Credit Agreement, dated as of October 8, 2025, as in effect as of the Initial Closing

Date, by and among the Company, Chiron Real Estate LP, the certain Subsidiaries from time to time party thereto as guarantors, and JPMorgan

Chase Bank, N.A., as administrative agent, and the several banks, financial institutions and other entities from time-to-time party thereto

as lenders, as amended, supplemented, modified, extended, renewed or restated from October 8, 2025 to the Initial Closing Date.

“Effect”

means any change, event, effect, development or circumstance.

“Equity Interest”

means any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option,

warrant, right or security (including debt securities) convertible, exchangeable or exercisable into or for any such share, capital stock,

partnership, limited liability company, member or similar equity interest.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations

adopted by the Internal Revenue Service or the Department of Labor thereunder.

“Exchange Act”

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

“Governmental Entity”

means any court, administrative or regulatory agency or commission or other governmental or arbitral body or authority or instrumentality,

including any state-controlled or owned corporation or enterprise, in each case whether federal, state, local or foreign, and any applicable

industry self-regulatory organization.

“Initial Closing

Date” means the first date that any Shares are issued to the Purchasers pursuant to the Initial Closing.

“Knowledge of the

Company” means the actual knowledge after reasonable inquiry of one or more of the Company’s chief executive officer or

chief financial officer.

“Law” means

any applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance,

code, order, edict, decree, rule, regulation, ruling or other legally binding requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Entity.

“Lien”

means any mortgage, pledge, security interest, encumbrance, lien, charge or other restriction of any kind, whether based on common law,

statute or contract.

“Permitted Transferee”

means (A), with respect to any Person, (i) any Affiliate of such Person, (ii) any successor entity of such Person or (iii) any

investment fund, vehicle or similar entity of which the first specified Person, or any Affiliate, advisor or manager of the first specified

Person serves as a general partner, manager or advisor, or any successor entity of the Persons described in this clause (iii) or

(B) to the extent Maewyn Purchaser does not have sufficient funds to purchase the Shares at the Commitment Amount as of the date

of this Agreement, any Person that Maewyn Purchaser may notify the Company from time to time prior to the Initial Closing Deadline.

“Person”

means any individual, company, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated

organization, government or agency or political subdivision thereof or any other entity.

“Plan”

means (i) any employee pension benefit plan (as defined in Section 3(2)(A) of ERISA) maintained for employees of the Company

or of any member of a “controlled group,” as such term is defined in Section 414 of the Code, of which the Company or

any of its Subsidiaries is a part, or any such employee pension benefit plan to which the Company or any of its Subsidiaries is required

to contribute on behalf of its employees, and any other employee benefit plan (as defined in Section 3(3) of ERISA), whether

or not subject to ERISA; or (ii) any compensation or other benefit plan, policy, program, agreement or arrangement, including any

employment, change in control, bonus, equity-based compensation, retention or other similar plan, policy, program, agreement or arrangement,

that the Company or any of its Subsidiaries, maintains, sponsors, is a party to, or as to which the Company or any of its Subsidiaries

otherwise has any material obligation or material liability in respect of its employees; in each case, excluding any compensation or benefit

arrangement maintained by a Governmental Entity.

“Pre-Closing Period”

means the period commencing on the date hereof and terminating on the earlier to occur of (a) the Initial Closing Date and (b) the

termination of this Agreement in accordance with the provisions hereof.

“Securities Act”

means the Securities Act of 1933, as amended.

“Subsequent Closing

Date” means any date that any Shares are issued to the Purchasers pursuant to a Subsequent Closing.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, joint venture, limited liability company or other entity (i) of

which such Person or a Subsidiary of such Person is a general partner or (ii) of which a majority of the voting securities or other

voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority

of the board of directors or Persons performing similar functions with respect to such Person, is directly or indirectly owned by such

Person and/or one or more subsidiaries thereof.

“Transaction Documents”

means this Agreement, the Articles Supplementary, the Investor Rights Agreement and the Warrant Agreement.

“Transfer”

by any Person means, directly or indirectly, to (i) sell, transfer, assign, pledge, encumber, hypothecate, establish or increase

a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act

or similarly dispose of, either voluntarily or involuntarily, any securities owned by such Person or of any interest (including any voting

interest) in any securities owned by such Person, or (ii) enter into any swap or other arrangement that transfers to another, in

whole or in part, any of the economic consequences of ownership of any subject securities, for cash or otherwise.

“Warrant”

means each warrant issued by the Company pursuant to, and having the terms, and conferring to the holders thereof the rights, set forth

in, the Warrant Agreement.

“Warrant Agreement”

means the warrant agreement in substantially the form attached hereto as Exhibit C to be entered into in accordance with the

terms of the Articles Supplementary.

(b)            As

used herein, the following terms are defined in the Section of this Agreement set forth after such term below:

Term

Location of Definition

Additional Shares

Section 1.02(b)

Additional Shares Purchase Price

Section 1.02(b)

Agreement

Preamble

Applicable Matters

Section 5.05

Board of Directors

Section 2.01(c)(i)

Bylaws

Section 2.01(c)(ii)

Articles Supplementary

Recitals

Charter

Section 1.01

Chosen Court

Section 5.05

Common Stock

Section 2.01(b)(i)

Commitment Amount

Section 1.01

Commitment Fee

Section 5.02

Common Stock

Section 2.01(b)(i)

Company

Preamble

Expense Reimbursement Amount

Section 5.01

GAAP

Section 2.01(f)(iv)

Initial Closing

Section 1.02(c)

Initial Closing Deadline

Section 1.02(a)

Initial Funding Request

Section 1.02(a)

Initial Shares

Section 1.02(a)

Initial Shares Purchase Price

Section 1.02(a)

Non-Recourse Party

Section 5.17

NYSE

Section 1.03(c)(vii)

OP Units

Section 2.01(b)(i)

Operating Partnership

Section 2.01(b)(i)

Preferred Stock

Section 2.01(b)(i)

Purchaser

Preamble

REIT

Section 2.01(k)

SEC

Section 2.01(a)(ii)

SEC Documents

Section 2.01(f)(i)

Series C Preferred Stock

Recitals

Section 1.01

Subsequent Funding Request

Section 1.02(b)

Subsequent Closing Deadline

Section 1.02(b)

Subsequent Closing

Section 1.02(c)

[Signature Page Follows]

IN WITNESS WHEREOF,

this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein

above written.

CHIRON REAL ESTATE INC.

By:

/s/ Mark Decker, Jr.

Name:

Mark Decker, Jr.

Title:

Chief Executive Officer

MAEWYN XRN LP

By:

/s/ Charles Fitzgerald

Name:

Charles Fitzgerald

Title:

Managing Partner

[Signature Page to

Investment Agreement]

Schedule I

Purchaser

Fraction of Total

Commitment

Maximum Portion of

Total Commitment

Maewyn XRN LP

100 %

$ 100,000,000

TOTAL

$ 100,000,000

Schedule I

Exhibit A

Form of Articles Supplementary

[See Attached]

A-1

CHIRON REAL ESTATE INC.

Articles Supplementary

6.00% Series C Convertible Preferred Stock

Chiron Real Estate Inc., a

Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of

Maryland that:

FIRST: The charter

of the Corporation (the “Charter”) authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001

per share (the “Preferred Stock”) (of which 3,105,000 shares have been classified as shares of the 7.50% Series A

Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and 5,300,000

shares have been classified as shares of the 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the

“Series B Preferred Stock”)), issuable from time to time in one or more series, and authorizes the Corporation’s

board of directors (the “Board”) to classify any unissued shares of Preferred Stock and reclassify any previously classified

but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.

SECOND: Under a power

contained in Sections 2-105 and 2-208 of the Maryland General Corporation Law and Article VI of the Charter, the Board, by duly adopted

resolutions, classified and designated 1,000,000 shares of authorized but unissued shares of Preferred Stock of the Corporation as 6.00%

Series C Convertible Preferred Stock (the “Convertible Preferred Stock”), with the following preferences, rights,

voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption,

which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering

or relettering of the sections or subsections hereof.

Section 1.      Definitions.

“Affiliate”

has the meaning set forth in Rule 144.

“Articles Supplementary”

means the terms of the Convertible Preferred Stock, as initially set forth in these Articles Supplementary and as have become a part of

the Charter.

“As-Converted Common

Shares” has the meaning set forth in Section 5(b)(i).

“Authorized Denomination”

means, with respect to a Holder, either (a) all shares of Convertible Preferred Stock held by such Holder; or (b) that portion

of the shares of Convertible Preferred Stock held by such Holder that represents the greater of at least (i) twenty percent (20%)

of the shares of Convertible Preferred Stock held by such Holder and (ii) an aggregate Liquidation Preference of $10,000,000.

“Board of Directors”

means the Corporation’s board of directors or a committee of such board duly authorized to act on behalf of such board.

A-2

“Business Day”

means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

“Bylaws”

means the Corporation’s Fifth Amended and Restated Bylaws, as amended or supplemented from time to time.

“Capital Stock”

of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents

of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Change of Control”

means any of the following events:

(a)            a

“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Corporation,

its Wholly Owned Subsidiaries or a Holder (together with its Affiliates), has become the direct or indirect “beneficial owner”

(as defined below) of shares of the Corporation’s common equity representing more than fifty percent (50%) of the voting power of

all of the Corporation’s then-outstanding common equity; or

(b)            the

consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all

of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or (ii) any transaction or series of related

transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization,

acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the

right to receive, other securities, cash or other property; provided, however, that any merger, consolidation, share exchange

or combination of the Corporation pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined

below) all classes of the Corporation’s common equity immediately before such transaction directly or indirectly “beneficially

own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing

or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis

each other as immediately before such transaction will be deemed not to be a Change of Control pursuant to this clause (b).

For the purposes of this definition,

(x) any transaction or event described in both clause (a) and in clause (b)(i) or (ii) above (without regard

to the proviso in clause (b)) will be deemed to occur solely pursuant to clause (b) above (subject to such proviso); and

(y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined

in accordance with Rule 13d-3 under the Exchange Act.

“Change of Control

Conversion Date” has the meaning set forth in Section 10(c)(ii).

“Change of Control

Conversion Price” means the per share consideration to be paid on the Common Stock in a Change of Control.

“Change of Control

Conversion Right” has the meaning set forth in Section 10(c)(ii).

“Charter”

means the charter of the Corporation.

A-3

“Close of Business”

means 5:00 p.m., New York City time.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commitment Fee”

has the meaning set forth in the Investment Agreement.

“Common Stock”

means the common stock, $0.001 par value per share, of the Corporation, subject to Section 10(i).

“Common Stock Change

Event” has the meaning set forth in Section 10(i)(i).

“Common Stock Dividend

Threshold” has the meaning set forth in Section 5(b)(ii).

“Common Stock Liquidity

Conditions” will be satisfied with respect to a Mandatory Conversion or Redemption if:

(a)            either

(i) each share of Common Stock to be issued upon such Mandatory Conversion of any share of Convertible Preferred Stock or that may

be issued upon conversion of any share of Convertible Preferred Stock that is subject to such Redemption, as applicable, would be eligible

to be offered, sold or otherwise transferred by the Holder of such share of Convertible Preferred Stock pursuant to Rule 144 under

the Securities Act (or any successor rule thereto), without any requirements as to volume, manner of sale, availability of current

public information (whether or not then satisfied) or notice; or (ii) the offer and sale of such share of Common Stock by such Holder

are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably

expected by the Corporation to remain effective and usable, by the Holder to sell such share of Common Stock, continuously during the

period from, and including, the date the related Conversion Notice or Redemption Notice, as applicable, is sent to, and including, the

thirtieth (30th) calendar day after the date such share of Common Stock is issued; provided, however, that each Holder will

supply all information reasonably requested by the Corporation for inclusion, and required to be included, in any registration statement

or prospectus supplement related to the resale of the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided,

further, that if a Holder fails to provide such information to the Corporation within fifteen (15) calendar days following any

such request, then this clause (a)(ii) will automatically be deemed to be satisfied with respect to such Holder;

(b)            each

share of Common Stock referred to in (i) clause (a)(ii) above will, when sold or otherwise transferred pursuant to the

registration statement referred to in such clause, be admitted for book-entry settlement through the Depositary with an “unrestricted”

CUSIP number; and (ii) in clause (a) above will, when issued, be listed and admitted for trading, without suspension or

material limitation on trading, on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or

any of their respective successors); and

Corporation has not received any written threat or notice of delisting or suspension by the applicable exchange referred to in clause (b)(ii) above

with a reasonable prospect of delisting, after giving effect to all applicable notice and appeal periods; and (ii) no such delisting

or suspension is reasonably likely to occur or is pending based on the Corporation falling below the minimum listing maintenance requirements

of such exchange.

A-4

“Conversion Agent”

has the meaning set forth in Section 3(e)(i).

“Conversion Consideration”

means, with respect to the conversion of any Convertible Preferred Stock, the type and amount of consideration payable to settle such

conversion, determined in accordance with Section 10.

“Conversion Date”

means an Optional Conversion Date, a Mandatory Conversion Date or a Change of Control Conversion Date.

“Conversion Notice”

means a written notice delivered to the Corporation stating that a Holder elects to convert the number of shares of Convertible Preferred

Stock specified therein pursuant to Section 10(b).

“Conversion Price”

means, as of any time, an amount equal to (a) the Liquidation Preference per share of Convertible Preferred Stock divided by (b) the

Conversion Rate in effect at such time.

“Conversion Rate”

initially means 2.32558 shares of Common Stock per share of Convertible Preferred Stock; provided, however, that the Conversion

Rate is subject to adjustment pursuant to Sections 10(f) and 10(g). Each reference in these Articles Supplementary to the Conversion

Rate as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Rate

immediately before the Close of Business on such date.

“Conversion Share”

means any share of Common Stock issued or issuable upon conversion of any Convertible Preferred Stock.

“Convertible Preferred

Stock” has the meaning set forth in the Preamble.

“Core Funds From

Operations” means, with respect to the Corporation and its Subsidiaries on a consolidated basis, for any calendar month, an

amount equal to the quotient obtained by dividing (a) “Core FFO” for the most recently completed fiscal quarter calculated

consistent with the same term in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026

by (b) three (3).

“Core Funds From

Operations Per Share” means, for any calendar month, an amount equal to (a) the Core Funds From Operations for such calendar

month divided by (b) the Weighted Average Shares and Units Outstanding as of the Close of Business on the last calendar day of such

calendar month.

“Corporation”

means Chiron Real Estate Inc., a Maryland corporation.

“Corporation Conversion

Notice” has the meaning set forth in Section 10(c)(v).

“Corporation Conversion

Notice Date” means, with respect to a Mandatory Conversion or a Change of Control Conversion, the date on which the Corporation

sends the Corporation Conversion Notice for such Mandatory Conversion pursuant to Section 10(c)(v) or such Change of Control

Conversion pursuant to Section 10(c)(ii).

A-5

“Daily VWAP”

means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “XRN <EQUITY> AQR” (or, if such page is not available, its equivalent successor

page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session

on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one (1) share of Common Stock

on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment

banking firm the Corporation selects). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside

of the regular trading session.

“Defaulted Regular

Dividends” has the meaning set forth in Section 5(a)(i).

“Degressive Issuance”

has the meaning set forth in Section 10(f)(i)(2).

“Depositary”

means The Depository Trust Company or its successor.

“Depositary Participant”

means any member of, or participant in, the Depositary.

“Dividend”

means any Regular Dividend or Participating Dividend.

“Dividend Junior

Stock” means any class or series of the Corporation’s stock whose terms do not expressly provide that such class or series

will rank senior to, or on parity with, the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether

or not dividends accumulate cumulatively). Dividend Junior Stock includes the Common Stock.

“Dividend Parity

Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock) whose terms expressly

provide that such class or series will rank on parity with the Convertible Preferred Stock with respect to the payment of dividends (without

regard to whether or not dividends accumulate cumulatively). Dividend Parity Stock includes the Series A Preferred Stock and the

Series B Preferred Stock.

“Dividend Payment

Date” means each Regular Dividend Payment Date with respect to a Regular Dividend and each date on which any declared Participating

Dividend is scheduled to be paid on the Convertible Preferred Stock.

“Dividend Senior

Stock” means any class or series of the Corporation’s stock whose terms expressly provide that such class or series will

rank senior to the Convertible Preferred Stock with respect to the payment of dividends (without regard to whether or not dividends accumulate

cumulatively).

“Effective Price”

has the following meaning with respect to the issuance or sale of any shares of Common Stock or any Equity-Linked Securities:

(a)            in

the case of the issuance or sale of shares of Common Stock by the Corporation, the value of the consideration received by the Corporation

for such shares, expressed as an amount per share of Common Stock; and

A-6

(b)            in

the case of the issuance or sale of any Equity-Linked Securities, an amount equal to a fraction whose:

(i)            numerator

is equal to the sum, without duplication, of (x) the value of the aggregate consideration received by the Corporation for the issuance

or sale of such Equity-Linked Securities; and (y) the value of the minimum aggregate additional consideration, if any, payable to

purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked Securities; and

(ii)            denominator

is equal to the maximum number of shares of Common Stock underlying such Equity-Linked Securities;

provided, however, that:

(w)            for

purposes of clauses (a) and (b)(i) above, all underwriting commissions, placement agency commissions or similar commissions

paid to any broker-dealer by the Corporation in connection with such issuance or sale (excluding any other fees or expenses incurred by

the Corporation) will be added to the aggregate consideration referred to in such clause;

(x)            for

purposes of clause (b) above, if such minimum aggregate consideration, or such maximum number of shares of Common Stock, is

not determinable at the time such Equity-Linked Securities are issued or sold, then (1) the initial consideration payable under such

Equity-Linked Securities, or the initial number of shares of Common Stock underlying such Equity-Linked Securities, as applicable, will

be used; and (2) at each time thereafter when such amount of consideration or number of shares becomes determinable or is otherwise

adjusted (including pursuant to “anti-dilution” or similar provisions), there will be deemed to occur, for purposes of Section 10(f)(i)(2) and

without affecting any prior adjustments theretofore made to the Conversion Rate, an issuance of additional Equity-Linked Securities;

(y)            for

purposes of clause (b) above, the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities

will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock pursuant to such Equity-Linked

Securities; and

(z)            the

“value” of any such consideration will be the fair value thereof, as of the date such shares or Equity-Linked Securities,

as applicable, are issued or sold, determined in good faith by the Board of Directors (or, in the case of cash denominated in U.S. dollars,

the face amount thereof).

“Equity-Linked Securities”

means any rights, options or warrants to purchase or otherwise acquire (whether immediately, during specified times, upon the satisfaction

of any conditions or otherwise) any shares of Common Stock.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

A-7

“Exempt Issuance”

means (a) the Corporation’s issuance of any securities as full or partial consideration in connection with a merger, acquisition,

consolidation or purchase of all or substantially all of the securities or assets of a corporation or other entity; (b) the Corporation’s

issuance or grant of shares of Common Stock, options to purchase shares Common Stock, or any other form of equity-based or equity-related

awards (including restricted stock units), to employees (or prospective employees who have accepted an offer of employment), directors

or consultants of the Corporation or any of its Subsidiaries pursuant to plans that have been approved by a majority of the independent

members of the Board of Directors or that exist as of the Initial Issue Date; (c) the Corporation’s issuance of securities

upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for, or convertible into, shares of Common

Stock and are outstanding as of the Initial Issue Date, provided that, except in the case of issuances in connection with exchanges

or redemptions of OP Units, such exercise, exchange or conversion is effected pursuant to the terms of such securities as in effect on

the Initial Issue Date and without giving effect to any amendments to such agreements or instruments made after the Initial Issue Date;

(d) the Corporation’s issuance of securities pursuant to any equipment loan or leasing arrangement, real property leasing arrangement

or debt financing from a bank or similar financial institution approved by a majority of the disinterested members of the Board of Directors;

and (e) the Corporation’s issuance of the Convertible Preferred Stock, any Warrants and any shares of Common Stock upon conversion

of the Convertible Preferred Stock or the exercise of any Warrants. For purposes of this definition, “consultant” means a

consultant that may participate in an “employee benefit plan” in accordance with the definition of such term in Rule 405

under the Securities Act.

“Expense Reimbursement

Amount” has the meaning set forth in the Investment Agreement.

“Holder”

means a person in whose name any shares of Convertible Preferred Stock is registered in the Register.

“Initial Issue Date”

means [⸱], 2026.

“Investment Agreement”

means that certain Investment Agreement, dated as of May 6, 2026, by and among the Corporation and the parties named therein as purchasers

from time to time (each, a “Purchaser”).

“Junior Stock”

means any Dividend Junior Stock or Liquidation Junior Stock.

“Last Reported Sale

Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported,

the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last

bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions for

the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed

on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid

price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar

organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point

of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment

banking firm the Corporation selects.

A-8

“Liquidation Junior

Stock” means any class or series of the Corporation’s stock whose terms do not expressly provide that such class or series

will rank senior to, or on parity with, the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s

liquidation, dissolution or winding up. Liquidation Junior Stock includes the Common Stock.

“Liquidation Parity

Stock” means any class or series of the Corporation’s stock (other than the Convertible Preferred Stock) whose terms expressly

provide that such class or series will rank on parity with the Convertible Preferred Stock with respect to the distribution of assets

upon the Corporation’s liquidation, dissolution or winding up. Liquidation Parity Stock includes the Series A Preferred Stock

and the Series B Preferred Stock.

“Liquidation Preference”

means, with respect to each share the Convertible Preferred Stock, an amount equal to one hundred dollars ($100) per share of Convertible

Preferred Stock.

“Liquidation Senior

Stock” means any class or series of the Corporation’s stock whose terms expressly provide that such class or series will

rank senior to the Convertible Preferred Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution

or winding up.

“Maewyn Holders”

means, collectively, Maewyn XRN LP and its Affiliates.

“Mandatory Conversion”

has the meaning set forth in Section 10(c)(i).

“Mandatory Conversion

Date” means a Conversion Date designated with respect to any Convertible Preferred Stock pursuant to the Corporation’s

Mandatory Conversion Right.

“Mandatory Conversion

Right” has the meaning set forth in Section 10(c)(i).

“Market Disruption

Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled

close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock

is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding

limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating

to the Common Stock.

“NYSE Ownership Limitation”

has the meaning set forth in Section 10(h)(i).

“Officer”

means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial

Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of the Corporation.

“Operating Partnership”

means Chiron Real Estate LP, a Delaware limited partnership.

A-9

“OP Unit”

means a common unit of limited partnership interest of the Operating Partnership.

“OP Unit Dividend

Threshold” has the meaning set forth in Section 5(b)(ii).

“Open of Business”

means 9:00 a.m., New York City time.

“Optional Conversion”

means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion or a Change of Control Conversion.

“Optional Conversion

Date” means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the

requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

“Ownership Limitation

Legend” means a legend substantially in the form set forth in Section 3(f)(ii).

“Participating Dividend”

has the meaning set forth in Section 5(b)(i).

“Paying Agent”

has the meaning set forth in Section 3(e)(i).

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association,

joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or

series of a limited liability company, limited partnership or trust will constitute a separate “person” under these Articles

Supplementary.

“Record Date”

means, with respect to any dividend on, or issuance to holders of, Convertible Preferred Stock, Common Stock or OP Units, the date fixed

(whether by law, contract or the Board of Directors or otherwise) to determine the Holders or the holders of Common Stock or OP Units,

as applicable, that are entitled to such dividend or issuance.

“Redemption”

means the redemption of any Convertible Preferred Stock by the Corporation pursuant to Section 7.

“Redemption Date”

means the date fixed, pursuant to Section 7(d), for the settlement of the Redemption of the Convertible Preferred Stock by the Corporation

pursuant to a Redemption.

“Redemption Notice”

has the meaning set forth in Section 7(f).

“Redemption Notice

Date” means, with respect to a Redemption of the Convertible Preferred Stock, the date on which the Corporation sends the related

Redemption Notice pursuant to Section 7(f).

“Redemption Price”

means the consideration payable by the Corporation to repurchase any Convertible Preferred Stock upon its Redemption, calculated pursuant

to Section 7(e).

A-10

“Redemption Trigger

Date” means (i) in the case of a Terminating Holder, the date that is ten (10) calendar days after the Termination

Event Date applicable to such Terminating Holder; and (ii) in the case of any other Holder, the date that is four (4) years

after the last date on which any Convertible Preferred Stock is issued pursuant to the terms of the Investment Agreement.

“Reference Property”

has the meaning set forth in Section 10(i)(i).

“Reference Property

Unit” has the meaning set forth in Section 10(i)(i).

“Register”

has the meaning set forth in Section 3(e)(ii).

“Registrar”

has the meaning set forth in Section 3(e)(i).

“Regular Dividends”

has the meaning set forth in Section 5(a)(i).

“Regular Dividend

Payment Date” means, with respect to any share of Convertible Preferred Stock, each March 31, June 30, September 30 and December 31 of each year, beginning on (i) with respect to any share of Convertible Preferred Stock issued on the Initial

Issue Date, [⸱], 2026 and (ii) with respect to any share of Convertible Preferred Stock issued after the Initial Issue Date,

the next Regular Dividend Payment Date.

“Regular Dividend

Period” has the meaning set forth in Section 5(a)(i).

“Regular Dividend

Rate” initially means six percent (6.00%) per annum; provided, however, if any share of the Convertible Preferred

Stock remains outstanding on the date that is four (4) years after the last date on which the Convertible Preferred Stock is issued

pursuant to the terms of the Investment Agreement, such Regular Dividend Rate shall be increased to eight percent (8%) per annum on such

date and, on each one (1) year anniversary thereafter, be further increased by two percent (2%) per annum until such time as the

Regular Dividend Rate is twelve percent (12%).

“Regular Dividend

Record Date” has the following meaning: (a) March 15, in the case of a Regular Dividend Payment Date occurring on

March 31; (b) June 15, in the case of a Regular Dividend Payment Date occurring on June 30; (c) September 15,

in the case of a Regular Dividend Payment Date occurring on September 30; and (d) December 15, in the case of a Regular Dividend

Payment Date occurring on December 31.

“REIT”

means a “real estate investment trust” within the meaning of Sections 856 through 860 of the Code.

“Related Participating

Dividend” has the meaning set forth in Section 5(b)(i).

“Requisite Stockholder

Approval” means the stockholder approval contemplated by The New York Stock Exchange listing rules (or the analogous rules of

any other exchange on which the Common Stock is listed) with respect to the issuance of shares of Common Stock upon conversion of the

Convertible Preferred Stock (or, if applicable, upon exercise of any Warrants issuable pursuant to Section 7(c)) in excess of the

limitations imposed by such rules; provided, however, that the Requisite Stockholder Approval will be deemed to be obtained

if, due to any amendment or binding change in the interpretation of the applicable listing rules of The New York Stock Exchange (or

the analogous rules of any other exchange on which the Common Stock is listed), such stockholder approval is no longer required for

the Corporation to settle all conversions of the Convertible Preferred Stock (or, if applicable, to settle all exercises of any Warrants

issuable pursuant to Section 7(c)) in shares of Common Stock without regard to Section 10(h).

A-11

“Restricted Stock

Legend” means a legend substantially in the form set forth in Section 3(f)(i)(1).

“Rule 144”

means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“SEC” means

the U.S. Securities and Exchange Commission.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Security”

means any share of Convertible Preferred Stock or Conversion Share.

“Stock Exchange Minimum

Price” means $36.32 per share of Common stock (subject to proportionate adjustment for stock dividends, stock splits or stock

combinations with respect to the Common Stock).

“Subsidiary”

means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited

liability company) of which more than 50% of the total voting power of the Capital Stock entitled (without regard to the occurrence of

any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power)

to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is

owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any

partnership or limited liability company where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity

and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company

are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the

form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (y) such Person

or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership

or limited liability company.

“Successor Person”

has the meaning set forth in Section 10(i)(ii).

“Termination Event

Date” means, with respect to a Terminating Holder, the date, if any, on which a Termination Event occurs with respect to such

Terminating Holder.

“Terminating Holder”

means (a) a Purchaser that fails to cure any default of its obligation to purchase shares of Convertible Preferred Stock pursuant

to any Subsequent Funding Request (as defined in the Investment Agreement) submitted in accordance with Section 1.2 of the Investment

Agreement for a period of thirty (30) calendar days following the date notice is sent by the Corporation of the default (such a failure,

a “Termination Event”) and (b) any Holder that acquires shares of Convertible Preferred Stock directly or indirectly

from the Person described in clause (a).

A-12

“Trading Day”

means any day on which (a) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange

on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

on the principal other market on which the Common Stock is then traded; and (b) there is no Market Disruption Event. If the Common

Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transfer Agent”

means the Corporation, or any successor thereto.

“Transfer-Restricted

Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,

however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(a)            such

Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to a registration

statement that was effective under the Securities Act at the time of such sale or transfer; and

(b)            such

Security is sold or otherwise transferred to a Person (other than the Corporation or an Affiliate of the Corporation) pursuant to an available

exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to,

the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”

(as defined in Rule 144).

“Voting Parity Stock”

means, with respect to any matter as to which Holders are entitled to vote pursuant to Section 9(a), each class or series of outstanding

Dividend Parity Stock or Liquidation Parity Stock, if any, upon which similar voting rights are conferred and are exercisable with respect

to such matter. For the avoidance of doubt, Voting Parity Stock does not include the Series A Preferred Stock or Series B Preferred

Stock.

“VWAP Market Disruption

Event” means, with respect to any date, (a) the failure by the principal U.S. national or regional securities exchange

on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

the principal other market on which the Common Stock is then traded, to open for trading during its regular trading session on such date;

or (b) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed

on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in

any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time

before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day”

means a day on which (a) there is no VWAP Market Disruption Event; and (b) trading in the Common Stock generally occurs on the

principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed

on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common

Stock is not so listed or traded, then VWAP Trading Day” means a Business Day.

A-13

“Warrant”

means each warrant issued by the Corporation pursuant to, and having the terms, and conferring to the holders thereof the rights, set

forth in, the Warrant Agreement.

“Warrant Agreement”

means the warrant agreement in substantially the form attached to the Investment Agreement as Exhibit C thereto.

“Weighted Average

Issuance Price” has the meaning set forth in Section 10(f)(i)(2).

“Weighted Average

Shares and Units Outstanding” means, for any month, “Weighted Average Shares and Units Outstanding” calculated in

the same manner as such term is calculated in the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31,

2026.

“Wholly Owned Subsidiary”

of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than

directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 2.      Rules of

Construction. For purposes of these Articles Supplementary:

(a)            “or”

is not exclusive;

(b)            “including”

means “including without limitation”;

expresses a command;

(d)            the

“average” of a set of numerical values refers to the arithmetic average of such numerical values;

(e)            a

merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding

of any such division or allocation;

(f)            words

in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(g)            “herein,”

“hereof” and other words of similar import refer to these Articles Supplementary as a whole and not to any particular Section or

other subdivision of these Articles Supplementary, unless the context requires otherwise;

(h)            references

to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(i)            the

exhibits, schedules and other attachments to these Articles Supplementary are deemed to form part of these Articles Supplementary.

A-14

Section 3.      The

Series C Convertible Preferred Stock

(a)            Designation;

Par Value. A series of stock of the Corporation titled the “6.00% Series C Convertible Preferred Stock” (the “Convertible

Preferred Stock”) is hereby designated and created out of the authorized and unissued shares of Preferred Stock of the Corporation.

The par value of the Convertible Preferred Stock is $0.001 per share.

(b)            Number

of Authorized Shares. The total number of authorized shares of Convertible Preferred Stock is One Million (1,000,000); provided,

however that, by resolution of the Board of Directors, the total number of authorized shares of Convertible Preferred Stock may

hereafter be decreased to a number that is not less than the number of shares of Convertible Preferred Stock then outstanding.

Dating and Denominations.

(i)            Book-Entry

Form. The Convertible Preferred Stock will be issued and maintained solely in book-entry form through electronic entries on the Register

maintained by the Transfer Agent. No physical stock certificates will be issued to represent shares of Convertible Preferred Stock. Each

share of Convertible Preferred Stock will (1) be subject to the legends required by Section 3(f); and (2) be effective

as of the date the Transfer Agent registers such share in the name of the applicable Holder on the Register.

(ii)            Interpretation.

For purposes of these Articles Supplementary, (A) any legend or other notation applicable to any share of Convertible Preferred Stock,

including but not limited to the Ownership Limitation Legend and Restricted Stock Legend, will be deemed to be reflected in the electronic

records maintained by the Transfer Agent on the Register; and (B) any reference in the terms of the Convertible Preferred Stock to

the “delivery” of any share of Convertible Preferred Stock will be deemed to be satisfied upon the registration of such share

in the name of the applicable Holder on the Register.

(iii)            Denominations.

The Convertible Preferred Stock will be issued only in book-entry registered form and only in whole numbers of shares.

(d)            Method

of Payment; Delay When Payment Date is Not a Business Day.

(i)            Method

of Payment. The Corporation will pay all cash amounts due on any Convertible Preferred Stock by check issued in the name of the Holder

thereof; provided, however, that if such Holder has delivered to the Corporation, no later than the time set forth in the

next sentence, a written request to receive payment by wire transfer to an account of such Holder within the United States, then the Corporation

will pay all such cash amounts by wire transfer of immediately available funds to such account. To be timely, such written request must

be delivered no later than the Close of Business on the following date: (1) with respect to the payment of any declared cash Dividend

due on a Dividend Payment Date for the Convertible Preferred Stock, the related Record Date; and (2) with respect to any other payment,

the date that is ten (10) Business Days immediately before the date such payment is due; provided, however, that, with

respect to any cash Conversion Consideration due to settle a conversion of the Convertible Preferred Stock, such written request may instead

be included in the related Conversion Notice, and, if the same is delivered in accordance with the requirements of these Articles Supplementary,

then such written notice will be deemed to have been timely delivered for purposes of the preceding sentence.

A-15

(ii)            Delay

of Payment when Payment Date is Not a Business Day. If the due date for a payment on any Convertible Preferred Stock as provided in

these Articles Supplementary is not a Business Day, then, notwithstanding anything to the contrary in these Articles Supplementary, such

payment may be made on the immediately following Business Day and no interest, dividend or other amount will accumulate on such payment

as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment

is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(e)            Transfer

Agent, Registrar, Paying Agent and Conversion Agent.

(i)            Generally.

The Corporation designates any office of the Transfer Agent in the continental United States as an office or agency where Convertible

Preferred Stock may be presented for (1) registration of transfer or for exchange (the “Registrar”); (2) payment

(the “Paying Agent”); and (3) conversion (the “Conversion Agent”). At all times when any Convertible

Preferred Stock is outstanding, the Corporation will maintain an office in the continental United States constituting the Registrar, Paying

Agent and Conversion Agent.

(ii)            Maintenance

of the Register. The Corporation will keep, or cause there to be kept, a record (the “Register”) of the names and

addresses of the Holders, the number of shares of Convertible Preferred Stock held by each Holder and the transfer, exchange, Redemption

and conversion of the Convertible Preferred Stock. Absent manifest error, the entries in the Register will be conclusive and the Corporation

and the Transfer Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register

will be in written form or in any form capable of being converted into written form reasonably promptly. The Corporation will promptly

provide a copy of the Register to any Holder upon its request as soon as reasonably practicable.

(iii)            Subsequent

Appointments. By notice to each Holder, the Corporation may, at any time, appoint any Person (including any Subsidiary of the Corporation)

to act as Transfer Agent, Registrar, Paying Agent or Conversion Agent.

(f)            Legends.

(i)            Restricted

Stock Legend.

(1)            Each

share of Convertible Preferred Stock that is a Transfer-Restricted Security will be subject to the Restricted Stock Legend in the form

set forth below:

THE OFFER AND SALE OF THIS SECURITY

AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED

EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

A-16

(2)            If

any share of Convertible Preferred Stock is issued in exchange for, in substitution of, or to effect a partial conversion of, any other

share(s) of Convertible Preferred Stock (such other share(s) being referred to as the “old share(s)” for purposes

of this Section 3(f)(i)(2)), including pursuant to Section 3(g), 3(h) or 3(j), then such share will be subject to the Restricted

Stock Legend if such old share(s) was subject to the Restricted Stock Legend at the time of such exchange or substitution, or on

the related Conversion Date with respect to such conversion, as applicable; provided, however, that such share need not

be subject to the Restricted Stock Legend if such share does not constitute a Transfer-Restricted Security immediately after such exchange

or substitution, or as of such Conversion Date, as applicable.

(ii)            Ownership

Limitation Legend. Each share of Convertible Preferred Stock will be subject to the Ownership Limitation Legend in the form set forth

below:

THIS SECURITY, THE EXERCISE OF THIS SECURITY AND

THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER AS SET FORTH

IN THE CORPORATION’S CHARTER.

(iii)            Other

Legends. Any share of Convertible Preferred Stock may be subject to any other legend or text, not inconsistent with these Articles

Supplementary, as may be required by applicable law, the rules of any applicable depositary for such Convertible Preferred Stock

or by any securities exchange or automated quotation system on which such Convertible Preferred Stock is traded or quoted or as may be

otherwise reasonably determined by the Corporation to be appropriate.

(iv)            Acknowledgement

and Agreement by the Holders. A Holder’s acceptance of any Convertible Preferred Stock that is subject to any legend required

by this Section 3(f) will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions

set forth in such legend.

(v)            Legends

on Conversion Shares.

(1)            Each

Conversion Share will bear a legend substantially to the same effect as the (A) Ownership Limitation Legend and (B) Restricted

Stock Legend if the Convertible Preferred Stock upon the conversion of which such Conversion Share was issued was (or would have been

had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however,

that such Conversion Share need not bear such a legend if the Corporation determines, in its reasonable discretion, that such Conversion

Share need not bear such a legend.

A-17

(2)            Notwithstanding

anything to the contrary in Section 3(f)(v)(1), a Conversion Share need not bear a legend pursuant to Section 3(f)(v)(1) if

such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Corporation takes

measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to

enforce the transfer restrictions referred to in such legend.

(g)           Transfers

and Exchanges; Transfer Taxes; Certain Transfer Restrictions.

(i)            Provisions

Applicable to All Transfers and Exchanges.

(1)            Generally.

Subject to this Section 3(g), Convertible Preferred Stock may be transferred or exchanged from time to time, and the Corporation

will cause each such transfer or exchange to be recorded in the Register; provided, however, that to effect any transfer

or exchange, such Holder must deliver such certificates, documentation or evidence as may be required pursuant to Section 3(g)(i)(7).

(2)            Transfer

Restrictions. Notwithstanding anything to the contrary in these Articles Supplementary, a Holder will not be entitled to transfer

or exchange any share of Convertible Preferred Stock to or for the benefit of any Person, except in compliance with the Charter and the

registration requirements or exemption provisions of the Securities Act and any other applicable securities laws. For the avoidance of

doubt, there shall be no restrictions on, or consent of the Corporation required for, any transfer or exchange of any share of Convertible

Preferred Stock following the date that is one (1) year after the Initial Issue Date so long as such transfer is in compliance with

this Section 3(g)(i)(2).

(3)            No

Services Charge; Transfer Taxes. The Corporation will not impose any service charge on any Holder for any transfer, exchange or conversion

of any Convertible Preferred Stock, but the Corporation may require payment of a sum sufficient to cover any transfer tax or similar governmental

charge that may be imposed in connection with any transfer, exchange or conversion of Convertible Preferred Stock, other than exchanges

pursuant to Section 3(h) not involving any transfer.

(4)            No

Transfers or Exchanges of Fractional Shares. Notwithstanding anything to the contrary in these Articles Supplementary, all transfers

or exchanges of Convertible Preferred Stock must be in an amount representing a whole number of shares of Convertible Preferred Stock,

and no fractional share of Convertible Preferred Stock may be transferred or exchanged.

(5)            Legends.

Each share of Convertible Preferred Stock that is issued upon transfer of, or in exchange for, another share of Convertible Preferred

Stock will be subject to each legend, if any, required by Section 3(f).

A-18

(6)            Settlement

of Transfers and Exchanges. Upon satisfaction of the requirements set forth herein to effect a transfer or exchange of any Convertible

Preferred Stock as well as the delivery of all documentation reasonably required by the Transfer Agent or the Corporation in order to

effect any transfer or exchange, the Corporation will cause such transfer or exchange to be effected as soon as reasonably practicable

but in no event later than the fifth (5th) Business Day after the date of such satisfaction.

(7)            Requirement

to Deliver Documentation and Other Evidence. If a Holder of any share of Convertible Preferred Stock that is a Transfer-Restricted

Security, or that is subject to an Ownership Limitation Legend or a Restricted Security Legend, requests to register the transfer of such

share to the name of another Person or in exchange for purposes of removing a Restricted Security Legend, then the Corporation, the Transfer

Agent and the Registrar may refuse to effect such transfer or exchange unless there is delivered to the Corporation, the Transfer Agent

and the Registrar such certificates or other documentation or evidence as the Corporation, the Transfer Agent and the Registrar may reasonably

require (including an opinion of counsel reasonably satisfactory to the Corporation, the Transfer Agent and the Registrar to the effect

that such legend is no longer required under the Securities Act and applicable state securities laws) to determine that such transfer

complies with the Charter and the Securities Act and other applicable securities laws, as the case may be.

(8)            Exchanges

to Remove Transfer Restrictions. For the avoidance of doubt, and subject to the terms of these Articles Supplementary, as used in

this Section 3(g), an “exchange” includes an exchange effected for the sole purpose of removing any Restricted Security

Legend applicable to any share of Convertible Preferred Stock.

(ii)            Transfers

of Shares Subject to Redemption or Conversion. Notwithstanding anything to the contrary in these Articles Supplementary, the Corporation

will not be required to register the transfer of or exchange any share of Convertible Preferred Stock:

(1)            that

has been surrendered for conversion or is subject to a Mandatory Conversion or Change of Control Conversion; or

(2)            that

has been called for Redemption pursuant to a Redemption Notice, except to the extent that the Corporation fails to pay the related Redemption

Price when due.

(h)           Cancellation

of Convertible Preferred Stock to Be Converted or to Be Redeemed Upon a Redemption. If any of a Holder’s shares of Convertible

Preferred Stock are to be converted pursuant to Section 10 or redeemed pursuant to a Redemption, then, promptly after the time such

Convertible Preferred Stock is deemed to cease to be outstanding pursuant to Section 3(n), (A) the book-entry positions representing

such shares will be cancelled on the Register pursuant to Section 3(l); and (B) in the case of a partial conversion or redemption,

the Corporation will register on the Register, in accordance with Section 3(c), in the name of such Holder, the remaining shares

of Convertible Preferred Stock equal to the number of shares not so converted or redeemed, as applicable, which shares (x) will each

represent a whole number of shares of Convertible Preferred Stock; (y) will be registered in the name of such Holder; and (z) will

be subject to each legend, if any, required by Section 3(f).

A-19

(i)            Status

of Retired Shares. Upon any share of Convertible Preferred Stock ceasing to be outstanding, such share will return to the status of

an authorized and unissued share of Preferred Stock without designation as to series or class.

(j)            [Reserved].

(k)            Registered

Holders. Only the Holder of any Convertible Preferred Stock will have rights under these Articles Supplementary as the owner of such

Convertible Preferred Stock.

(l)            Cancellation.

The Corporation may at any time deliver Convertible Preferred Stock to the Transfer Agent for cancellation. The Corporation will cause

the Transfer Agent to promptly cancel all shares of Convertible Preferred Stock so surrendered to it in accordance with its customary

procedures.

(m)          Shares

Held by the Corporation or its Affiliates. Without limiting the generality of Section 3(n), in determining whether the Holders

of the required number of outstanding shares of Convertible Preferred Stock (and, if applicable, Voting Parity Stock) have concurred in

any direction, waiver or consent, shares of Convertible Preferred Stock owned by the Corporation’s Subsidiaries will be deemed not

to be outstanding.

(n)           Outstanding

Shares.

(i)            Generally.

The shares of Convertible Preferred Stock that are outstanding at any time will be deemed to be those shares of Convertible Preferred

Stock that, at such time, have been duly registered in the name of the applicable Holder on the Register maintained by the Transfer Agent,

excluding those shares of Convertible Preferred Stock that have theretofore been (1) cancelled by the Transfer Agent or delivered

to the Transfer Agent for cancellation in accordance with Section 3(l); (2) paid in full upon their conversion or upon their

redemption pursuant to a Redemption in accordance with these Articles Supplementary; or (3) deemed to cease to be outstanding to

the extent provided in, and subject to, clause (ii) or (iv) of this Section 3(n).

(ii)            Shares

to Be Redeemed Pursuant to a Redemption. If, on a Redemption Date, the Corporation has segregated, solely for the benefit of the applicable

Holders, consideration in kind and amount that is sufficient to pay the aggregate Redemption Price due on such date, then (unless there

occurs a default in the payment of the Redemption Price) (1) the Convertible Preferred Stock to be redeemed on such date will, as

of such date, cease to be outstanding; (2) Regular Dividends will cease to accumulate on such Convertible Preferred Stock from and

after such Redemption Date; and (3) the rights of the Holders of such Convertible Preferred Stock, as such, will terminate with respect

to such Convertible Preferred Stock, other than the right to receive the Redemption Price as provided in Section 7 (and, if applicable,

declared Participating Dividends as provided in Section 5(c)).

A-20

(iii)          [Reserved].

(iv)          Shares

to Be Converted. If any Convertible Preferred Stock is to be converted, then, at the Close of Business on the Conversion Date for

such conversion (unless there occurs a default in the delivery of the Conversion Consideration due pursuant to Section 10 upon such

conversion): (1) such Convertible Preferred Stock will cease to be outstanding; (2) Regular Dividends will cease to accumulate

on such Convertible Preferred Stock from and after such Conversion Date; and (3) the rights of the Holders of such Convertible Preferred

Stock, as such, will terminate with respect to such Convertible Preferred Stock, other than the right to receive such Conversion Consideration

as provided in Section 10 and, if applicable, Section 16 (and, if applicable, declared Participating Dividends as provided in

Section 5(c)).

Section 4.               Ranking.

The Convertible Preferred Stock will rank (a) senior to (i) Dividend Junior Stock with respect to the payment of dividends

and (ii) Liquidation Junior Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution

or winding up; (b) on parity with (i) Dividend Parity Stock with respect to the payment of dividends; and (ii) Liquidation

Parity Stock with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up; and (c) junior

to (i) Dividend Senior Stock with respect to the payment of dividends; and (ii) Liquidation Senior Stock with respect to the

distribution of assets upon the Corporation’s liquidation, dissolution or winding up.

Section 5.               Dividends.

(a)           Regular

Dividends.

(i)            Accumulation

and Payment of Regular Dividends. Outstanding shares of Convertible Preferred Stock will accumulate cumulative dividends (calculated

in accordance with Section 5(a)(ii)) at a rate per annum equal to the Regular Dividend Rate on the Liquidation Preference thereof

(and, to the extent described in the third sentence of this Section 5(a)(i), on unpaid Regular Dividends and any compounded Defaulted

Regular Dividends (as defined below) thereon), regardless of whether or not declared or funds are legally available for their payment

(such dividends that accumulate on the Convertible Preferred Stock pursuant to this sentence, “Regular Dividends”).

Subject to the other provisions of this Section 5, such Regular Dividends will be payable, if, as and when authorized by the Board

of Directors, to the extent not prohibited by law, quarterly in arrears on each Regular Dividend Payment Date, to the Holders as of the

Close of Business on the immediately preceding Regular Dividend Record Date. If any accumulated Regular Dividends (or any portion thereof)

on the Convertible Preferred Stock are not authorized and paid on the applicable Regular Dividend Payment Date (or, if such Regular Dividend

Payment Date is not a Business Day, the next Business Day), then additional Regular Dividends (“Defaulted Regular Dividends”)

will accumulate on the amount of any such unpaid Regular Dividends, compounded quarterly at the Regular Dividend Rate, from, and including,

such Regular Dividend Payment Date to, but excluding, the date such Regular Dividends, including all Defaulted Regular Dividends thereon,

are paid in full. Regular Dividends on the Convertible Preferred Stock will accumulate from, and including, the last date to which Regular

Dividends have been paid on any share of Convertible Preferred Stock (or, if no Regular Dividends have been paid on such share of Convertible

Preferred Stock, from, and including, the initial issue date for such share) to, but excluding, the next Regular Dividend Payment Date

(such period, the “Regular Dividend Period”).

A-21

(ii)            Computation

of Accumulated Regular Dividends. The amount of Regular Dividends payable in respect of any share of Convertible Preferred Stock for

any period will be computed on the basis of a 360-day year comprised of twelve 30-day months. For each day on which Regular Dividends

accumulate on any share of Convertible Preferred Stock, such Regular Dividends will accumulate based on the Regular Dividend Rate in effect

as of immediately before the Close of Business on such day.

(iii)          Payment

in Cash. Each Regular Dividend will be payable solely in cash.

(iv)          Priority

of the Application of Regular Dividend Payments to Arrearages. Each payment of declared Regular Dividends on the Convertible Preferred

Stock will be applied to the earliest Regular Dividend Period for which Regular Dividends have not yet been paid.

(b)           Participating

Dividends.

(i)            Generally.

Subject to Section 5(b)(ii), no dividend on the Common Stock or OP Units (whether in cash, securities or other property, or any combination

of the foregoing) will be declared or paid unless, at the time of such declaration and payment, an equivalent dividend is declared and

paid, respectively, on the Convertible Preferred Stock (such a dividend on the Convertible Preferred Stock, a “Participating

Dividend,” and such corresponding dividend on the Common Stock or the OP Units, as applicable, the “Related Participating

Dividend”), such that (1) the Record Date and the payment date for such Participating Dividend occur on the same dates

as the Record Date and payment date, respectively, for such Related Participating Dividend; and (2) the kind and amount of consideration

payable per share of Convertible Preferred Stock in such Participating Dividend is the same kind and amount of consideration that would

be payable in the Related Participating Dividend and, (A) in a Related Participating Dividend on the Common Stock, in respect of

a number of shares of Common Stock, equal to the number of shares of Common Stock that would be issuable (determined in accordance with

Section 10 but without regard to Section 10(e)(ii) and Section 10(h)) in respect of one (1) share of Convertible

Preferred Stock that is converted with a Conversion Date occurring on such Record Date (such number of shares of Common Stock issuable,

the “As-Converted Common Shares”), or (B) in a Related Participating Dividend on the OP Units that is not also

declared and paid as a Related Participating Dividend by the Corporation to Holders pursuant to clause (A) above (it being agreed

that a Related Participating Dividend declared and paid by the Corporation in shares of Common Stock shall be the equivalent of a Related

Participating Dividend declared and paid by the Operating Partnership in OP Units), in respect of a number of OP Units, assuming the Convertible

Preferred Stock were convertible into OP Units, the conversion of which into Common Stock would equal the As-Converted Common Shares (in

each case of (A) and (B), subject to the same arrangements, if any, in such Related Participating Dividend not to issue or deliver

a fractional portion of any security or other property, but with such arrangement applying separately to each Holder and computed based

on the total number of shares of Convertible Preferred Stock held by such Holder on such Record Date). The Corporation will provide notice

to Holders of each Participating Dividend, including the related Record Date and payment date, at substantially the same time at which,

and in substantially the same manner in which, the Corporation provides the related notice(s) to holders of the Common Stock or OP

Units, as applicable, in connection with the corresponding Related Participating Dividend. Notwithstanding anything in these Articles

Supplementary to the contrary, Section 5(b)(i) will not apply to, and no Participating Dividend will be required to be declared

or paid in respect of, (i) a Common Stock Change Event or an event for which an adjustment to the Conversion Rate is provided pursuant

to Section 10(f), as to which Section 10(i) or Section 10(f), respectively, will apply or (ii) rights issued

pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the

occurrence of a triggering event, except that Section 5(b)(i) will apply to, and a Participating Dividend will be required in

respect of (A) the separation of such rights from the Common Stock (whether upon the occurrence of such triggering event or otherwise);

and (B) any payment made by the Corporation (whether in cash, securities or other property, or any combination of the foregoing)

to all or substantially all holders of Common Stock Common Stock to redeem or repurchase any such rights.

A-22

(ii)            Dividend

Threshold. Section 5(b)(i) will not apply to, and no Participating Dividend will be required to be declared or paid in respect

of, a regular monthly cash dividend (A) on the Common Stock that does not exceed an amount per share equal to the product of (x) 0.8

and (y) the Core Funds From Operations Per Share (the “Common Stock Dividend Threshold”); and (B) on the

OP Units that does not exceed an amount per unit equal to the regular monthly cash dividend on the Common Stock during the same calendar

month (the “OP Units Dividend Threshold”); provided, however, that for any regular monthly cash dividend

that exceeds the Common Stock Dividend Threshold or the OP Unit Dividend Threshold, as applicable, Holders of the Convertible Preferred

Stock will only receive cash in an amount equal to the excess of such regular monthly cash dividend over the Common Stock Dividend Threshold

or the OP Units Dividend Threshold, as applicable. Notwithstanding the foregoing, the Corporation will have no obligation to pay a Participating

Dividend on a regular monthly cash dividend declared and paid on the Common Stock unless the Corporation has increased the amount of the

cash dividend per share and such increase results in the cash dividend exceeding the Common Stock Dividend Threshold. For future monthly

periods after such an increase, the Corporation will have the obligation to pay a Participating Dividend if the future monthly cash dividend

exceeds the Common Stock Dividend Threshold until there is a monthly period in which the cash dividend does not exceed the Common Stock

Dividend Threshold.

of Dividends Upon Conversion or Upon a Redemption. If the Redemption Date or Conversion Date of any share of Convertible Preferred

Stock is after a Record Date for a declared Participating Dividend on the Convertible Preferred Stock and on or before the related Dividend

Payment Date, then the Holder of such share at the Close of Business on such Record Date will be entitled, notwithstanding the related

Redemption or Conversion, as applicable, to receive, on or, at the Corporation’s election, before such Dividend Payment Date, such

declared Participating Dividend on such share.

A-23

Except as provided in Section 7(e) or

Section 10(d)(iii)(2), Regular Dividends on any share of Convertible Preferred Stock will cease to accumulate from and after any

Redemption Date or Conversion Date, as applicable, for such share, unless the Corporation defaults in the payment of the related Redemption

Price or Conversion Consideration, as applicable.

(d)           Priority

of Dividends; Limitation on Junior Payments.

(i)            Construction.

For purposes of Sections 5(d)(ii) and 5(d)(iii), a Regular Dividend on the Convertible Preferred Stock will be deemed to have

been paid if such Regular Dividend is declared and consideration in kind and amount that is sufficient, in accordance with the Charter,

to pay such Regular Dividend is set aside for the benefit of the Holders entitled thereto.

(ii)            Limitation

on Dividends on Parity Stock. If:

(1)            less

than all accumulated and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) on the outstanding Convertible Preferred

Stock for all prior completed Regular Dividend Periods have been declared and paid as of any Regular Dividend Payment Date; or

(2)            the

Board of Directors declares a Regular Dividend on the Convertible Preferred Stock that is less than the total amount of unpaid Regular

Dividends (plus Defaulted Regular Dividends thereon) on the outstanding Convertible Preferred Stock that would accumulate to, but excluding,

the Regular Dividend Payment Date following such declaration,

then, until and unless all accumulated

and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) on the outstanding Convertible Preferred Stock for all prior completed

Regular Dividend Periods have been paid, no dividends may be declared or paid on any class or series of Dividend Parity Stock unless Regular

Dividends are simultaneously declared on the Convertible Preferred Stock on a pro rata basis, such that (A) the ratio of (x) the

dollar amount of Regular Dividends so declared per share of Convertible Preferred Stock to (y) the dollar amount of the total accumulated

and unpaid Regular Dividends (plus Defaulted Regular Dividends thereon) per share of Convertible Preferred Stock immediately before the

payment of such Regular Dividend is no less than (B) the ratio of (x) the dollar amount of dividends so declared or paid per

share of such class or series of Dividend Parity Stock to (y) the dollar amount of the total accumulated and unpaid dividends per

share of such class or series of Dividend Parity Stock immediately before the payment of such dividend (which dollar amount in this clause

(y) will, if dividends on such class or series of Dividend Parity Stock are not cumulative, be the full amount of dividends per share

thereof in respect of the most recent dividend period thereof).

(iii)          Limitation

on Certain Payments. Subject to the next sentence, if any Convertible Preferred Stock is outstanding, then no dividends (whether in

cash, securities or other property, or any combination of the foregoing) will be declared or paid on any Junior Stock or on the OP Units,

and neither the Corporation nor any of its Subsidiaries will purchase, redeem or otherwise acquire for value (whether in cash, securities

or other property, or any combination of the foregoing) any Junior Stock or OP Units, in each case unless all accumulated Regular Dividends

(plus any Defaulted Regular Dividends thereon) on the Convertible Preferred Stock then outstanding for all prior completed Regular Dividend

Periods, if any, have been paid in full. Notwithstanding anything to the contrary in the preceding sentence, the restrictions set forth

in the preceding sentence will not apply to the following:

(1)            dividends

on Junior Stock or OP Units that are payable solely in shares of Junior Stock or OP Units or rights to purchase shares of Junior Stock

or OP Units, together with cash in lieu of any fractional share;

A-24

(2)            purchases,

redemptions or other acquisitions of Junior Stock in connection with any benefit or other incentive plan of the Corporation (including

any employment contract) in the ordinary course of business, including (x) the forfeiture of unvested shares of restricted stock,

or any withholdings (including withholdings effected by a repurchase or similar transaction), or other surrender, of shares that would

otherwise be deliverable upon exercise, delivery or vesting of equity awards under any such plan or contract, in each case whether for

payment of applicable taxes or the exercise price, or otherwise; (y) cash paid in connection therewith in lieu of issuing any fractional

share; and (z) purchases of Junior Stock pursuant to a publicly announced repurchase plan to offset the dilution resulting from issuances

pursuant to any such plan or contract;

(3)            purchases,

or other payments in lieu of the issuance, of any fractional share of Junior Stock in connection with the conversion, exercise or exchange

of such Junior Stock or of any securities convertible into, or exercisable or exchangeable for, Junior Stock;

(4)            (x) dividends

of Junior Stock or rights to acquire Junior Stock, pursuant to a stockholder rights plan; and (y) the redemption or repurchase of

such rights pursuant to such stockholder rights plan;

(5)            the

exchange, conversion or reclassification of Junior Stock solely for or into other Junior Stock, together with the payment, in connection

therewith, of cash in lieu of any fractional share; and

(6)            redemptions

or exchanges of OP Units in accordance with the partnership agreement of the Operating Partnership.

For the avoidance of doubt, this Section 5(d)(iii) will

not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable

for, any Junior Stock.

A-25

Section 6.               Rights

Upon Liquidation, Dissolution or Winding Up.

(a)           Generally.

If the Corporation liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights of any of the

Corporation’s creditors or holders of any Liquidation Senior Stock, each share of Convertible Preferred Stock will entitle the Holder

thereof to receive payment for the greater of the amounts set forth in clause (i) and (ii) below out of the Corporation’s

assets or funds legally available for distribution to the Corporation’s stockholders, before any such assets or funds are distributed

to, or set aside for the benefit of, any Liquidation Junior Stock:

(i)            the

sum of:

(1)            the

Liquidation Preference per share of Convertible Preferred Stock; and

(2)            all

unpaid Regular Dividends (plus Defaulted Regular Dividends thereon, if any) that will have accumulated on such share to, but excluding,

the date of such payment; and

(ii)            the

amount such Holder would have received in respect of the number of shares of Common Stock that would be issuable upon conversion of such

share of Convertible Preferred Stock in connection with an Optional Conversion assuming the Conversion Date of such conversion occurs

on the date of such payment.

Upon payment of such amount

set forth in this Section 6(a) in full on the outstanding Convertible Preferred Stock, Holders of the Convertible Preferred

Stock will have no rights to the Corporation’s remaining assets or funds, if any. If such assets or funds are insufficient to fully

pay such amount on all outstanding shares of Convertible Preferred Stock and the corresponding amounts payable in respect of all outstanding

shares of Liquidation Parity Stock, if any, then, subject to the rights of any of the Corporation’s creditors or holders of any

outstanding Liquidation Senior Stock, such assets or funds will be distributed ratably on the outstanding shares of Convertible Preferred

Stock and Liquidation Parity Stock in proportion to the full respective distributions to which such shares would otherwise be entitled.

(b)           Certain

Business Combination Transactions Deemed Not to Be a Liquidation. For purposes of Section 6(a), the Corporation’s consolidation

or combination with, or merger with or into, or the sale, lease or other transfer of all or substantially all of the Corporation’s

assets (other than a sale, lease or other transfer in connection with the Corporation’s liquidation, dissolution or winding up)

to, another Person will not, in itself, constitute the Corporation’s liquidation, dissolution or winding up, even if, in connection

therewith, the Convertible Preferred Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities,

cash or other property, or any combination of the foregoing.

Preference Calculation. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend,

redemption or other acquisition of Capital Stock or otherwise, is permitted under Maryland law, no effect shall be given to amounts that

would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution

of Holders of Convertible Preferred Stock whose preferential rights upon dissolution are superior to those receiving the distribution.

A-26

Section 7.               Right

of the Corporation to Redeem the Convertible Preferred Stock.

(a)           No

Right to Redeem Before the Redemption Trigger Date. The Corporation may not redeem the Convertible Preferred Stock at any time before

the Redemption Trigger Date; provided, however, if, during the ten (10) calendar days after any Termination Event Date

of a Terminating Holder, any such Terminating Holder delivers an Optional Conversion Notice representing all its shares of Convertible

Preferred Stock, the Corporation will have no right to redeem such shares of Convertible Preferred Stock.

(b)           Right

to Redeem the Convertible Preferred Stock on or After Redemption Trigger Date. Subject to the terms of this Section 7, the Corporation

has the right, at its election, to redeem all outstanding shares of Convertible Preferred Stock, or any Authorized Denomination (unless

such election is after any Termination Event Date of a Terminating Holder, in which case, the Corporation may redeem any or all outstanding

shares of Convertible Preferred Stock held by such Termination Holders), at any time, on a Redemption Date on or after the Redemption

Trigger Date, for a cash purchase price equal to the Redemption Price.

Prohibited in Certain Circumstances. The Corporation will not call for Redemption, or otherwise send a Redemption Notice in respect

of the Redemption of, any Convertible Preferred Stock pursuant to this Section 7 unless (i) the Corporation has sufficient funds

legally available; and (ii) except in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock

after the Termination Event Date applicable to such Terminating Holder, (w) the Common Stock Liquidity Conditions are satisfied with

respect to such Redemption; (x) with respect to any Holder that has delivered a countersigned Warrant Agreement, the Corporation

has delivered an executed Warrant Agreement and Warrant to such Holder, with such Warrant expiring five (5) years after the applicable

Redemption Date and providing for the right of such Holder to purchase, at a Strike Price (as defined in the Warrant Agreement) equal

to the Conversion Price as of the Business Day before the Redemption Date, a number of shares of Common Stock equal to the aggregate Liquidation

Preference of the shares of Convertible Preferred Stock of such Holder to be redeemed divided by the Conversion Price as of the Business

Day before the Redemption Date; (y) if required, the Requisite Stockholder Approval has been obtained with respect to the shares

of Common Stock issuable upon Exercise of such Warrants; and (z) the Corporation has prepared and filed one or more registration

statements under the Securities Act with respect to such Warrants and any shares of Common Stock issuable upon exercise of such Warrants.

(d)           Redemption

Date. The Redemption Date for any Redemption will be a Business Day of the Corporation’s choosing that is no more than sixty

(60) calendar days, nor less than thirty (30) calendar days (or fifteen (15) calendar days, in the case of any Redemption of a Terminating

Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable to such Terminating Holder), after the

Redemption Notice Date for such Redemption.

(e)           Redemption

Price. The Redemption Price for any share of Convertible Preferred Stock to be redeemed pursuant to a Redemption is an amount in cash

equal to (i) the Liquidation Preference of such share plus (ii) accumulated and unpaid Regular Dividends (plus Defaulted Regular

Dividends thereon, if any) on such share to, but excluding, the Redemption Date for such Redemption; provided, however,

that if such Redemption Date is after a Regular Dividend Record Date for a declared Regular Dividend on the Convertible Preferred Stock

and on or before the next Regular Dividend Payment Date, then pursuant to Section 5(c), the Holder of such share at the Close of

Business on such Regular Dividend Record Date will be entitled, notwithstanding such Redemption, to receive such declared Regular Dividend

on such share; provided, the amount of such Regular Dividend will not be included in the amount referred to in clause (ii) above.

A-27

(f)            Redemption

Notice. To call any share of Convertible Preferred Stock for Redemption, the Corporation must send to the Holder of such share a notice

of such Redemption (a “Redemption Notice”). Such Redemption Notice must state:

(i)            that

such share has been called for Redemption;

(ii)           the

Redemption Date for such Redemption;

(iii)          the

Redemption Price per share of Convertible Preferred Stock;

(iv)          if

the Redemption Date is after a Record Date for a declared Dividend on the Convertible Preferred Stock and on or before the related Dividend

Payment Date, that such Dividend will be paid in accordance with Section 5(c) and, if applicable, the proviso to Section 7(e);

(v)           except

in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date

applicable to such Terminating Holder, that Convertible Preferred Stock called for Redemption may be converted at any time before

the Close of Business on the Business Day immediately before the Redemption Date (or, if the Corporation fails to pay the Redemption

Price due on such Redemption Date in full, at any time until such time as the Corporation pays such Redemption Price in full)

(vi)          except

in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable

to such Terminating Holder, the aggregate number of Warrants to be issued pursuant to Section 7(c); and

(vii)         the

Conversion Rate in effect on the Redemption Notice Date for such Redemption.

(g)           Selection

and Conversion of Convertible Preferred Stock Subject to Partial Redemption. If less than all shares of Convertible Preferred

Stock then outstanding are called for Redemption, then:

(i)            the

shares of Convertible Preferred Stock to be subject to such Redemption will be selected by the Corporation pro rata; and

(ii)           except

in the case of a Redemption of a Terminating Holder’s shares of Convertible Preferred Stock after the Termination Event Date applicable

to such Terminating Holder, if only a portion of the shares of Convertible Preferred Stock held by a Holder are called for Redemption

and such Holder converts a portion of its shares of Convertible Preferred Stock, then the converted portion of such Holder’s shares

of Convertible Preferred Stock will be deemed to be from the portion of such Holder’s shares of Convertible Preferred Stock that

was called for Redemption.

A-28

(h)           Payment

of the Redemption Price. The Corporation will cause the Redemption Price for each share of Convertible Preferred Stock subject to

Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, Regular Dividends

payable pursuant to the proviso to Section 7(e) on any share of Convertible Preferred Stock subject to Redemption will be paid

pursuant to such proviso and Section 5(c).

(i)            Limitation

on Redemption Right. Notwithstanding anything to the contrary in these Articles Supplementary, unless and until the Requisite Stockholder

Approval is obtained, no shares of Convertible Preferred Stock will be redeemed or redeemable, in each case to the extent that, the number

of shares of Common Stock issuable upon the exercise of Warrants issuable in connection therewith would require the Corporation to obtain

the Requisite Stockholder Approval.

Section 8.               [Reserved].

Section 9.               Voting

Rights. The Convertible Preferred Stock will have no voting rights except as set forth in this Section 9.

(a)           Voting

and Consent Rights with Respect to Specified Matters.

(i)            Generally.

Subject to the other provisions of this Section 9(a), while any Convertible Preferred Stock is outstanding, each following event

will require, and cannot be effected without, the affirmative vote or consent of either (i) Holders and holders of each class or

series of Voting Parity Stock, if any, voting together as a single class, representing at least a majority of the combined outstanding

voting power of the Convertible Preferred Stock and such Voting Parity Stock, if any, provided that until such time as the Maewyn

Holders first beneficially owns (determined in accordance with Rule 13d-3 under the Exchange Act) less than 5.0% of the Common Stock

(including, for the avoidance of doubt, the number of shares of Common Stock that would be issuable upon the conversion of all outstanding

shares of Convertible Preferred Stock or the number of shares of Common Stock that would be issuable upon exercise of the Warrants, as

applicable, held by the Maewyn Holders) on a fully diluted basis, such majority must include the Maewyn Holders, or (ii) the Maewyn

Holders:

(1)            (x) any

amendment or modification of the Charter to authorize or create, or to increase the authorized number of shares of, any class or series

of Dividend Parity Stock, Liquidation Parity Stock, Dividend Senior Stock or Liquidation Senior Stock or (y) the authorization, creation

or issuance of structurally senior equity, other than (A) Series C Convertible Preferred Units issued by the Operating Partnership

to the Corporation in connection with the issuance of Convertible Preferred Stock pursuant to the Investment Agreement and (B) OP

Units, by Subsidiaries of the Corporation existing as of the Initial Issue Date, as applicable;

A-29

(2)            any

amendment, modification or repeal of any provision of the Charter, including the terms of these Articles Supplementary, that materially

and adversely affects the special rights, preferences or voting powers of the Convertible Preferred Stock (other than an amendment, modification

or repeal permitted by Section 9(a)(iii)); or

(3)            the

Corporation’s consolidation or combination with, or merger with or into, another Person, or any binding or statutory share exchange

or reclassification involving the Convertible Preferred Stock, in each case unless:

(A)            the

Convertible Preferred Stock either (x) remains outstanding after such consolidation, combination, merger, share exchange or reclassification;

or (y) is converted or reclassified into, or is exchanged for, or represents solely the right to receive, preference securities of

the continuing, resulting or surviving Person of such consolidation, combination, merger, share exchange or reclassification, or the parent

thereof;

(B)            the

Convertible Preferred Stock that remains outstanding or such preference securities, as applicable, have rights, preferences and voting

powers that, taken as a whole, are not materially less favorable (as determined by the Board of Directors in good faith) to the Holders

or the holders thereof, as applicable, than the rights, preferences and voting powers, taken as a whole, of the Convertible Preferred

Stock immediately before the consummation of such consolidation, combination, merger, share exchange or reclassification; and

issuer of the Convertible Preferred Stock that remains outstanding or such preference securities, as applicable, is a corporation or other

entity duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

provided,

however, that (x) a consolidation, combination, merger, share exchange or reclassification that satisfies the requirements

of clauses (A), (B) and (C) of Section 9(a)(i)(3) will not require any vote or consent pursuant to Section 9(a)(i)(1) or

9(a)(i)(2); and (y) each of the following will be deemed not to adversely affect the rights, preferences or voting powers of the

Convertible Preferred Stock (or cause any of the rights, preferences or voting powers of any such preference securities to be “materially

less favorable” for purposes of Section 9(a)(i)(3)(B)) and will not require any vote or consent pursuant to Section 9(a)(i)(1),

9(a)(i)(2) or 9(a)(i)(3):

(I)              any

increase in the number of the authorized but unissued shares of the Corporation’s undesignated preferred stock;

(II)            the

creation and issuance, or increase in the authorized or issued number, of any class or series of stock that constitutes both Dividend

Junior Stock and Liquidation Junior Stock; and

A-30

(III)           the

application of Section 10(i), including the execution and delivery of any supplemental instruments pursuant to Section 10(i)(iii) solely

to give effect to such provision.

(ii)            Where

Some But Not All Classes or Series of Stock Are Adversely Affected. If any event set forth in Section 9(a)(i) would

adversely affect the rights, preferences or voting powers of one or more, but not all, classes or series of Voting Parity Stock (which

term, solely for purposes of this sentence, includes the Convertible Preferred Stock), then those classes or series whose rights, preferences

or voting powers would not be materially and adversely affected will be deemed not to have voting or consent rights with respect to such

event. Furthermore, an amendment, modification or repeal described in Section 9(a)(i)(2) above that materially and adversely

affects the special rights, preferences or voting powers of the Convertible Preferred Stock cannot be effected without the affirmative

vote or consent of Holders, voting separately as a class, of at least a majority of the Convertible Preferred Stock then outstanding and

entitled to vote.

(iii)            Certain

Amendments Permitted Without Consent. Notwithstanding anything to the contrary in Section 9(a)(i)(2), the Corporation may amend,

modify or repeal any of the terms of the Convertible Preferred Stock without the vote or consent of any Holder to:

(1)            cure

any ambiguity or correct any omission, defect or inconsistency in these Articles Supplementary or the terms of the Convertible Preferred

Stock; or

(2)            make

any other change to the Charter that does not, individually or in the aggregate with all other such changes, adversely affect the rights

of any Holder (other than any Holders that have consented to such change), as such, in any material respect (as determined by the Board

of Directors in good faith).

(iv)          Holders

of the Convertible Preferred Stock have the exclusive right to vote on any amendment to the Charter on which the holders of Convertible

Preferred Stock are otherwise entitled to vote and that would alter only the rights, as expressly set forth in the Charter, of the Convertible

Preferred Stock, and provided further, that no holders of any other class or series of stock shall be entitled to vote on any amendments

to the Charter that would alter only the rights, as expressly set forth in the Charter, of the Convertible Preferred Stock.

(b)           Procedures

for Voting and Consents.

(i)            Rules and

Procedures Governing Votes and Consents. If any vote or consent of the Holders will be held or solicited, including at a regular annual

meeting or a special meeting of stockholders, then the Board of Directors will adopt customary rules and procedures at its discretion

to govern such vote or consent, subject to the other provisions of this Section 9.

A-31

(ii)            Voting

Power of the Convertible Preferred Stock and Voting Parity Stock. Each share of Convertible Preferred Stock will be entitled to one

vote on each matter on which the Holders of the Convertible Preferred Stock are entitled to vote separately as a class and not together

with the holders of any other class or series of stock. The respective voting powers of the Convertible Preferred Stock and all classes

or series of Voting Parity Stock entitled to vote on any matter together as a single class will be determined (including for purposes

of determining whether a plurality, majority or other applicable portion of votes has been obtained) in proportion to their respective

liquidation amounts. Solely for purposes of the preceding sentence, the liquidation amount of the Convertible Preferred Stock or any such

class or series of Voting Parity Stock will be the maximum amount payable in respect of the Convertible Preferred Stock or such class

or series, as applicable, assuming the Corporation is liquidated on the record date for the applicable vote or consent (or, if there is

no record date, on the date of such vote or consent).

(iii)          Written

Consent in Lieu of Stockholder Meeting. A consent or affirmative vote of the Holders required by Section 9(a) may be given

or obtained either in writing without a meeting or in person or by proxy at a regular annual meeting or a special meeting of stockholders.

Section 10.             Conversion.

(a)           Generally.

Subject to the provisions of this Section 10, the Convertible Preferred Stock may be converted only pursuant to a Mandatory Conversion,

a Change of Control Conversion or an Optional Conversion.

(b)           Conversion

at the Option of the Holders.

(i)            Conversion

Right; When Shares May Be Submitted for Optional Conversion. Subject to the provisions of this Section 10, Holders will

have the right to submit all outstanding shares of Convertible Preferred Stock, or any Authorized Denomination, for Optional Conversion

at any time; provided, however, that, notwithstanding anything to the contrary in these Articles Supplementary and in addition

to any other requirements for Optional Conversion of such shares of Convertible Preferred Stock,

(1)            subject

to Section 10(b)(i)(5), except in a Change of Control, on or after any Termination Event Date of a Terminating Holder, such Terminating

Holder will have ten (10) calendar days after the applicable Termination Event Date to submit all of its outstanding shares of Convertible

Preferred Stock for Optional Conversion, after which time the right of such Terminating Holder to submit shares of its Convertible Preferred

Stock for Optional Conversion will terminate;

(2)            [reserved];

(3)            shares

of Convertible Preferred Stock that are called for Redemption pursuant to Section 7(b) may not be submitted for Optional Conversion

after the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Corporation fails to pay the

Redemption Price due on such Redemption Date in full, at any time until such time as the Corporation pays such Redemption Price in full);

A-32

(4)            shares

of Convertible Preferred Stock that are subject to Mandatory Conversion or Change of Control Conversion may not be submitted for Optional

Conversion after the Close of Business on the Business Day immediately before the Mandatory Conversion Date or the Change of Control Conversion

Date; and

(5)            any

Holder, including a Terminating Holder, may submit shares of Convertible Preferred Stock for Optional Conversion in the event of a Change

of Control.

(ii)            Conversions

of Fractional Shares Not Permitted. Notwithstanding anything to the contrary in these Articles Supplementary, in no event will any

Holder be entitled to convert a number of shares of Convertible Preferred Stock that is not a whole number.

at the Corporation’s Election.

(i)            Mandatory

Conversion Right. Subject to the provisions of this Section 10, the Corporation has the right (the “Mandatory Conversion

Right”), exercisable at its election, to designate any Business Day that is thirty-six (36) months after the last date on which

any Convertible Preferred Stock is issued pursuant to the terms of the Investment Agreement as a Conversion Date for the conversion (such

a conversion, a “Mandatory Conversion”) of all outstanding shares of Convertible Preferred Stock, or any Authorized

Denomination, but only if the Daily VWAP exceeds 120.0% of the Conversion Price on each of the forty-five (45) consecutive VWAP Trading

Days ending on, and including, the VWAP Trading Day immediately before the Corporation Conversion Notice Date for such Mandatory Conversion.

(ii)            Change

of Control Conversion Right. The Corporation has the right (the “Change of Control Conversion Right”), exercisable

at its election, to designate the Business Day (the “Change of Control Conversion Date”) immediately preceding the

effective date of a Change of Control as a Conversion Date for the conversion (such a conversion, a “Change of Control Conversion”)

of all outstanding shares of Convertible Preferred Stock.

(iii)           Mandatory

Conversion Prohibited in Certain Circumstances. The Corporation will not exercise its Mandatory Conversion Right, or otherwise send

a Corporation Conversion Notice for any Mandatory Conversion, with respect to any Convertible Preferred Stock pursuant to this Section 10(c) unless

the Common Stock Liquidity Conditions are satisfied with respect to the Mandatory Conversion. Notwithstanding anything to the contrary

in this Section 10(c), the Corporation will not exercise its Mandatory Conversion Right, or otherwise send a Corporation Conversion

Notice for any Mandatory Conversion, with respect to any Convertible Preferred Stock pursuant to this Section 10(c) during the

period from, and including, the date the Corporation has sent a Redemption Notice in respect of the Redemption of any Convertible Preferred

Stock pursuant to Section 7 to, and including, the related Redemption Date (or, if later, the date when such Redemption is settled).

A-33

(iv)          Mandatory

Conversion Date. The Mandatory Conversion Date for any Mandatory Conversion will be a Business Day of the Corporation’s choosing

that is no more than fifteen (15), nor less than ten (10), Business Days after the Corporation Conversion Notice Date for such Mandatory

Conversion.

(v)           Corporation

Conversion Notice. To exercise its Mandatory Conversion Right or its Change of Control Conversion Right with respect to any shares

of Convertible Preferred Stock, the Corporation must send to each Holder of such shares a written notice of such exercise (a “Corporation

Conversion Notice”).

Such Corporation Conversion Notice must

state:

(1)            that

the Corporation has exercised its Mandatory Conversion Right or Change of Control Conversion Right, as applicable, to cause the Mandatory

Conversion or the Change of Control Conversion, as applicable, of the shares;

(2)            the

Mandatory Conversion Date or the Change of Control Conversion Date, as applicable, for such Mandatory Conversion or Change of Control

Conversion, as applicable, and the date scheduled for the settlement of such Mandatory Conversion or Change of Control Conversion, as

applicable;

(3)            that

shares of Convertible Preferred Stock subject to Mandatory Conversion or Change of Control Conversion, as applicable, may be converted

earlier at the option of the Holders thereof pursuant to an Optional Conversion at any time before the Close of Business on the Business

Day immediately before the Mandatory Conversion Date or the Change of Control Conversion Date, as applicable; and

(4)            the

Conversion Price and the Conversion Rate in effect on the Corporation Conversion Notice Date for such Mandatory Conversion or Change of

Control Conversion, as applicable, and the Change of Control Conversion Price, as applicable.

(vi)          Selection

and Conversion of Convertible Preferred Stock Subject to Partial Mandatory Conversions. If less than all shares of Convertible Preferred

Stock then outstanding are subject to Mandatory Conversion, then the shares of Convertible Preferred Stock to be subject to such Mandatory

Conversion will be selected by the Corporation pro rata.

(d)           Conversion

Procedures.

(i)            Mandatory

Conversion or Change of Control Conversion. If the Corporation duly exercises, in accordance with Section 10(c), its Mandatory

Conversion Right or its Change of Control Conversion Right with respect to any share of Convertible Preferred Stock, then (1) the

Mandatory Conversion or Change of Control Conversion, as applicable, of such share will occur automatically and without the need for any

action on the part of the Holder(s) thereof; and (2) the shares of Common Stock due upon such Mandatory Conversion or Change

of Control Conversion, as applicable, will be registered in the name of, and, if applicable, the cash due upon such Mandatory Conversion

or Change of Control Conversion, as applicable, will be delivered to, the Holder(s) of such share of Convertible Preferred Stock

as of the Close of Business on the related Mandatory Conversion Date or Change of Control Conversion Date, as applicable.

A-34

(ii)            Requirements

for Holders to Exercise Optional Conversion Right.

(1)            Generally.

To convert any share of Convertible Preferred Stock pursuant to an Optional Conversion, the Holder of such share must (x) complete,

manually sign and deliver to the Conversion Agent a Conversion Notice (at which time, the conversion will become irrevocable); (y) furnish

any endorsements and transfer documents that the Corporation or the Conversion Agent may require; and (z) if applicable, pay any

documentary or other taxes pursuant to Section 11(b).

(2)            Optional

Conversion Permitted only During Business Hours. Convertible Preferred Stock may be surrendered for Optional Conversion only after

the Open of Business and before the Close of Business on a day that is a Business Day.

(iii)           Treatment

of Accumulated Regular Dividends Upon Conversion.

(1)            No

Adjustments for Accumulated Regular Dividends. The Conversion Rate will not be adjusted to account for any accumulated and unpaid

Regular Dividends (including any Defaulted Regular Dividends thereon) on any Convertible Preferred Stock being converted.

(2)            Conversions

Between A Record Date and a Dividend Payment Date. If the Conversion Date of any share of Convertible Preferred Stock to be converted

is after a Record Date for a declared Regular Dividend on the Convertible Preferred Stock and on or before the related Dividend Payment

Date, then such Regular Dividend will be paid notwithstanding such conversion.

(iv)          When

Holders Become Stockholders of Record of the Shares of Common Stock Issuable Upon Conversion. The Person in whose name any share of

Common Stock is issuable upon conversion of any Convertible Preferred Stock will become the holder of record of such share as of the Close

of Business on the Conversion Date for such conversion.

(e)           Settlement

upon Conversion.

(i)            Generally.

Subject to Section 10(e)(ii), Section 10(h) and Section 14(b), the consideration due upon settlement of the conversion

of each share of Convertible Preferred Stock will consist of a number of shares of Common Stock equal to the Conversion Rate in effect

immediately before the Close of Business on the Conversion Date for such conversion; provided, in the case of an Optional Conversion

in the event of a Change of Control or a Change of Control Conversion where the Change of Control Conversion Price is less than the Conversion

Price, the Conversion Rate will equal the number of shares equal to the Liquidation Preference per share of Convertible Preferred Stock

divided by the Change of Control Conversion Price.

A-35

(ii)            Payment

of Cash in Lieu of any Fractional Share of Common Stock. Subject to Section 14(b), in lieu of delivering any fractional share

of Common Stock otherwise due upon conversion of any Convertible Preferred Stock, the Corporation will, to the extent it is legally able

to do so, pay cash based on the Last Reported Sale Price per share of Common Stock on the Conversion Date for such conversion (or, if

such Conversion Date is not a Trading Day, the immediately preceding Trading Day).

(iii)           Delivery

of Conversion Consideration. The Corporation will pay or deliver, as applicable, the Conversion Consideration due upon conversion

of any Convertible Preferred Stock on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion.

(f)            Conversion

Rate Adjustments.

(i)            Events

Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(1)            Stock

Dividends, Splits and Combinations. If the Corporation issues solely shares of Common Stock as a dividend on all or substantially

all shares of the Common Stock, or if the Corporation effects a stock split or a stock combination of the Common Stock (in each case excluding

an issuance solely pursuant to a Common Stock Change Event, as to which Section 10(i) will apply), then the Conversion Rate

will be adjusted based on the following formula:

where:

CR0

= the Conversion Rate in effect immediately before the Close of Business on the Record Date for such dividend, or immediately before the

Close of Business on the effective date of such stock split or stock combination, as applicable;

CR1

= the Conversion Rate in effect immediately after the Close of Business on such Record Date or effective date, as applicable;

OS0

= the number of shares of Common Stock outstanding immediately before the Close of Business on such Record Date or effective date, as

applicable, without giving effect to such dividend, stock split or stock combination; and

OS1

= the number of shares of Common Stock outstanding immediately after giving effect to such dividend, stock split or stock combination.

A-36

If any dividend, stock split or stock

combination of the type described in this Section 10(f)(i)(1) is declared or announced, but not so paid or made, then the Conversion

Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or to effect such stock split

or stock combination, to the Conversion Rate that would then be in effect had such dividend, stock split or stock combination not been

declared or announced.

(2)            Degressive

Issuances. Subject to Section 10(h), if, on or after the Initial Issue Date, the Corporation or any of its Subsidiaries issues

or otherwise sells any shares of Common Stock, or any Equity-Linked Securities, in each case at an Effective Price per share of Common

Stock that is less than the Conversion Price in effect (before giving effect to the adjustment required by this Section 10(f)(i)(2))

as of the date of the issuance or sale of such shares or Equity-Linked Securities (such an issuance or sale, a “Degressive Issuance”),

then, effective as of the Close of Business on such date, the Conversion Rate will be increased to an amount equal to (x) the Liquidation

Preference per share of Convertible Preferred Stock, divided by (y) the Weighted Average Issuance Price. For these purposes, the

“Weighted Average Issuance Price” will be equal to:

where:

CP = the Conversion

Price in effect immediately before giving effect to the adjustment required by this Section 10(f)(i)(2);

OS = the number

of shares of Common Stock outstanding immediately before such Degressive Issuance;

EP = the Effective

Price per share of Common Stock in such Degressive Issuance; provided, however, that if such Degressive Issuance involves

the issuance or sale of shares of Common Stock or Equity-Linked Securities at differing Effective Prices, then EP will be calculated as

the weighted-average of such Effective Prices, with each such Effective Price being weighted by the number of shares of Common Stock issued

or sold at such Effective Price in such Degressive Issuance or the maximum number of shares of Common Stock underlying such Equity-Linked

Securities issued or sold at such Effective Price in such Degressive Issuance, as applicable; and

X = the sum, without

duplication, of (x) the total number of shares of Common Stock issued or sold in such Degressive Issuance; and (y) the maximum

number of shares of Common Stock underlying such Equity-Linked Securities issued or sold in such Degressive Issuance;

provided, however, that

(A) the Conversion Rate will not be adjusted pursuant to this Section 10(f)(i)(2) as a result of an Exempt Issuance; (B) the

issuance of shares of Common Stock pursuant to any such Equity-Linked Securities will not constitute an additional issuance or sale of

shares of Common Stock for purposes of this Section 10(f)(i)(2) (it being understood, for the avoidance of doubt, that the issuance

or sale of such Equity-Linked Securities, or any re-pricing or amendment thereof, will be subject to this Section 10(f)(i)(2)); and

(C) in no event will the Conversion Rate be decreased pursuant to this Section 10(f)(i)(2). For purposes of this Section 10(f)(i)(2),

any re-pricing or amendment of any Equity-Linked Securities (including, for the avoidance of doubt, any Equity-Linked Securities existing

as of the Initial Issue Date) will be deemed to be the issuance of additional Equity-Linked Securities, without affecting any prior adjustments

theretofore made to the Conversion Rate.

A-37

(ii)           No

Other Required Adjustments. The Corporation will not be required to adjust the Conversion Rate except pursuant to Section 10(f)(i).

(iii)          Determination

of the Number of Outstanding Shares of Common Stock. For purposes of Section 10(f)(i), the number of shares of Common Stock outstanding

at any time will include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(iv)          Calculations.

All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share of Common

Stock (with 5/100,000ths rounded upward).

(v)           Notice

of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 10(f)(i),

the Corporation will promptly send notice to the Holders containing (1) a brief description of the transaction or other event on

account of which such adjustment was made; (2) the Conversion Rate in effect immediately after such adjustment; and (3) the

effective time of such adjustment.

(g)           Voluntary

Conversion Rate Increases.

(i)            Generally.

To the extent permitted by law and applicable stock exchange rules, the Corporation, from time to time, may (but is not required to) increase

the Conversion Rate by any amount if (1) the Board of Directors determines that such increase is in the Corporation’s best

interest or that such increase is advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase

Common Stock as a result of any dividend of shares (or rights to acquire shares) of Common Stock or any similar event; (2) such increase

is in effect for a period of at least twenty (20) Business Days; and (3) such increase is irrevocable during such period.

(ii)           Notice

of Voluntary Increase. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 10(g)(i), then,

no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 10(g)(i), the Corporation

will send notice to each Holder of such increase to the Conversion Rate, the amount thereof and the period during which such increase

will be in effect.

A-38

(h)           Restriction

on Conversions and Adjustments for Degressive Issuances.1

(i)            Limitation

on Conversion Right. Notwithstanding anything to the contrary in these Articles Supplementary, unless and until the Requisite Stockholder

Approval is obtained, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of any

Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the extent, that such issuance, delivery,

conversion or convertibility would result in such Holder or a “person” or “group” (within the meaning of Section 13(d)(3) of

the Exchange Act) that includes such Holder, beneficially owning in excess of nineteen and nine tenths percent (19.9%) of the then-outstanding

shares of Common Stock (the restrictions set forth in this sentence, the “NYSE Ownership Limitation”).

For the purposes of this Section 10(h)(i),

beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange

Act. For the avoidance of doubt, the limitations on the convertibility of any Convertible Preferred Stock pursuant to this Section 10(h)(i) will

not, in themselves, cause such Convertible Preferred Stock to cease to be outstanding (and Regular Dividends will continue to accumulate

on any portion of such Convertible Preferred Stock that has been tendered for conversion and whose convertibility is suspended pursuant

to this Section 10(h)(i)), and such limitations will cease to apply if and when such Convertible Preferred Stock’s convertibility

and conversion will not violate this Section 10(h)(i).

Any purported delivery of shares of

Common Stock upon conversion of the Convertible Preferred Stock will be void and have no effect to the extent, but only to the extent,

that such delivery would contravene the NYSE Ownership Limitation. For the avoidance of doubt, a Holder may effect an Optional Conversion,

and the Corporation may, upon exercise of its Mandatory Conversion Right, force conversion of, a portion of such Holder’s Convertible

Preferred Stock up to the NYSE Ownership Limitation, subject to the other requirements of the Convertible Preferred Stock applicable to

such Optional Conversion or Mandatory Conversion, as applicable.

If any Conversion Consideration otherwise

due upon the conversion of any Convertible Preferred Stock is not delivered as a result of the NYSE Ownership Limitation, then the Corporation’s

obligation to deliver such Conversion Consideration will not be extinguished, and the Corporation will deliver such Conversion Consideration

as soon as reasonably practicable after the date the Requisite Stockholder Approval is obtained.

(ii)            Limitation

of Adjustments. Notwithstanding anything to the contrary in these Articles Supplementary, unless and until the Requisite Stockholder

Approval is obtained, no adjustment will be made to the Conversion Rate pursuant to Section 10(e)(i), Section 10(f)(i)(2) or

Section 10(g)(i) to the extent, but only to the extent, such adjustment would cause the Conversion Price to be less than the

Stock Exchange Minimum Price. For the avoidance of doubt, in determining whether any adjustment would cause the Conversion Price to be

less than the Stock Exchange Minimum Price, the Corporation shall take into account the net consideration received by the Corporation

after deducting any Commitment Fee and Expense Reimbursement Amount payable pursuant to the Investment Agreement. If the Requisite Stockholder

Approval is obtained at any time after any adjustment to the Conversion Rate is limited pursuant to the first sentence of this Section 10(h)(ii),

then, effective as of the time such Requisite Stockholder Approval is obtained, the Conversion Rate will be adjusted to the Conversion

Rate that would then be in effect assuming that the first sentence of this Section 10(h)(ii) had not applied to any prior adjustment

to the Conversion Rate.

1 Note to Draft: Language subject to NYSE review.

A-39

(iii)          Covenant

to Seek the Requisite Stockholder Approval. The Corporation will use its reasonable best efforts to obtain the Requisite Stockholder

Approval by seeking such approval, if not previously obtained, at each future regular annual meeting of its stockholders and recommending

its approval in the related proxy materials. The Corporation will promptly notify the Holders if the Requisite Stockholder Approval is

obtained.

(i)            Effect

of Common Stock Change Event.

(i)            Generally.

If there occurs any:

(1)            recapitalization,

reclassification or change of the Common Stock, other than (x) changes solely resulting from a subdivision or combination of the

Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits

and stock combinations that do not involve the issuance of any other series or class of securities;

(2)            consolidation,

merger, combination or binding or statutory share exchange involving the Corporation;

(3)            sale,

lease or other transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person;

(4)            other

similar event,

and, as a result of which, the Common

Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or

any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or

property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share

of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not

to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding

anything to the contrary in these Articles Supplementary,

(A)           from

and after the effective time of such Common Stock Change Event, (I) the consideration due upon conversion of any Convertible Preferred

Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 10 or in

Section 11, or in any related definitions, were instead a reference to the same number of Reference Property Units; (II) for

purposes of Section 10(c), each reference to any number of shares of Common Stock in such Section (or in any related definitions)

will instead be deemed to be a reference to the same number of Reference Property Units; (III) for purposes of the definition of

“Change of Control,” the terms “Common Stock” and “common equity” will be deemed

to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;

and (IV) the right of Holders to receive Participating Dividends pursuant to Section 5(b) will apply to dividends of the

type referred to in Section 5(b) on the common equity (including depositary receipts representing common equity), if any, forming

part of such Reference Property; and

A-40

(B)            for

these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities

will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Corporation

(or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of

more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of

the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per

share of Common Stock, by the holders of Common Stock. The Corporation will notify the Holders of such weighted average as soon as practicable

after such determination is made.

(ii)            Execution

of Supplemental Instruments. On or before the date the Common Stock Change Event becomes effective, the Corporation and, if applicable,

the resulting, surviving or transferee Person (if not the Corporation) of such Common Stock Change Event (the “Successor Person”)

will execute and deliver such supplemental instruments, if any, as the Corporation reasonably determines are necessary or desirable to

(1) provide for subsequent adjustments to the Conversion Rate pursuant to Section 10(f)(i) in a manner consistent with

this Section 10(i); and (2) give effect to such other provisions, if any, as the Corporation reasonably determines are appropriate

to preserve the economic interests of the Holders and to give effect to Section 10(i)(i). If the Reference Property includes shares

of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental

instrument(s) and such supplemental instrument(s) will contain such additional provisions, if any, that the Corporation reasonably

determines are appropriate to preserve the economic interests of Holders.

(iii)           Notice

of Common Stock Change Event. The Corporation will provide notice of each Common Stock Change Event to Holders no later than the effective

date of the Common Stock Change Event.

Section 11.             Certain

Provisions Relating to the Issuance of Common Stock.

(a)           Equitable

Adjustments to Prices. Whenever the Corporation is required to calculate the average of the Last Reported Sale Prices, or any function

thereof, over a period of multiple days (including to calculate an adjustment to the Conversion Rate), the Corporation will make appropriate

adjustments, if any, to those calculations to account for any adjustment to the Conversion Rate pursuant to Section 10(f)(i) that

becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Record Date or effective date, as applicable,

of such event occurs, at any time during such period.

A-41

(b)           Reservation

of Shares of Common Stock. The Corporation will reserve, out of its authorized, unreserved and unissued shares of Common Stock, for

delivery upon conversion of the Convertible Preferred Stock, a number of shares of Common Stock that would be sufficient to settle the

conversion of all shares of Convertible Preferred Stock then outstanding, if any.

of Shares of Common Stock. Each share of Common Stock delivered upon conversion of the Convertible Preferred Stock of any Holder will

be a newly issued and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or

adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of such Holder or the Person to whom

such share of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer

quotation system, then the Corporation will cause each such share of Common Stock, when so delivered, to be admitted for listing on such

exchange or quotation on such system.

(d)           Taxes

Upon Issuance of Common Stock. The Corporation will pay any documentary, stamp or similar issue or transfer tax or duty due on the

issue of any shares of Common Stock upon conversion of the Convertible Preferred Stock of any Holder, except any tax or duty that is due

because such Holder requests those shares to be registered in a name other than such Holder’s name. However, the Corporation shall

not be required to pay any transfer tax that may be payable in respect of the issue or delivery (or any transfer involved in the issue

or delivery) of such Common Stock to a beneficial owner other than the beneficial owner of the Convertible Preferred Stock immediately

prior to the conversion of the Convertible Preferred Stock, and no such issue or delivery shall be made unless and until the person requesting

such issue or delivery has paid to the Corporation the amount of any such transfer tax or has established to the satisfaction of the Corporation

that such transfer tax has been paid or is not payable.

Section 12.             No

Preemptive Rights. No holder of Convertible Preferred Stock will, as a holder of Convertible Preferred Stock, have any preemptive

rights to subscribe for or purchase any of the Corporation’s securities.

Section 13.             Tax

Treatment. Notwithstanding anything to the contrary in these Articles Supplementary, for U.S. federal and other applicable

state and local income tax purposes, it is intended that: (a) the Convertible Preferred Stock shall be treated as equity and not

debt; (b) the Convertible Preferred Stock will not be treated as “preferred stock” within the meaning of Section 305(b)(4) of

Code and Treasury Regulations Section 1.305-5(a); (c) no Holder will be required to include in income any amounts in respect

of the Convertible Preferred Stock by operation of Section 305(b) or (c) of the Code unless and until dividends are paid

in cash; and (d) no Holder will be required to include in income any amounts as a result of the conversion of the Convertible Preferred

Stock directly into Common Stock (other than payment of consideration pursuant to Section 10(e)(ii)). The Corporation will, and will

cause its Subsidiaries and agents to, report consistently with, and take no positions or actions inconsistent with, the foregoing treatment

(including by way of withholding) unless otherwise required by a determination within the meaning of Section 1313(a) of the

Code. The Corporation will not, and will not cause or permit any of its Subsidiaries to, issue any securities or otherwise take any action

that could reasonably be expected to affect the treatment described in Section 13.

A-42

Section 14.             Calculations.

(a)           Responsibility;

Schedule of Calculations. Except as otherwise provided in these Articles Supplementary, the Corporation will be responsible for making

all calculations called for under these Articles Supplementary or the Convertible Preferred Stock, including determinations of the Conversion

Rate, the Last Reported Sale Prices and accumulated Regular Dividends on the Convertible Preferred Stock. The Corporation will make all

calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Corporation will

provide a schedule of such calculations to any Holder upon written request.

(b)           Calculations

Aggregated for Each Holder. The composition of the Conversion Consideration due upon conversion of the Convertible Preferred Stock

of any Holder will be computed based on the total number of shares of Convertible Preferred Stock of such Holder being converted with

the same Conversion Date. For these purposes, any cash amounts due to such Holder in respect thereof will be rounded to the nearest cent.

Section 15.             Notices.

The Corporation will send all notices or communications to Holders pursuant to these Articles Supplementary in writing and delivered personally,

by facsimile or e-mail (with confirmation of receipt from the recipient, in the case of e-mail), or sent by a nationally recognized overnight

courier service to the Holders’ respective addresses shown on the Register. Notwithstanding anything in these Articles Supplementary

to the contrary, any defect in the delivery of any such notice or communication will not impair or affect the validity of such notice

or communication and the failure to give any such notice or communication to all the Holders will not impair or affect the validity of

such notice or communication to whom such notice is sent.

Section 16.             Legally

Available Funds. Without limiting the rights of any Holder (including pursuant to Section 6), if the Corporation does

not have sufficient funds legally available to fully pay any cash amount otherwise due on the Convertible Preferred Stock, then the Corporation

will pay the deficiency promptly after funds thereafter become legally available therefor.

Section 17.             No

Other Rights. The Convertible Preferred Stock will have no rights, preferences or voting powers except as provided in the Charter

or as required by applicable law.

Section 18.             Restrictions

On Ownership And Transfer. The Convertible Preferred Stock shall be subject to the restrictions on ownership and transfer set

forth in Article VII of the Charter. The ownership of Convertible Preferred Stock, and notwithstanding anything to the contrary herein,

the conversion of Convertible Preferred Stock and the ownership of Common Stock issuable upon conversion of the Convertible Preferred

Stock is subject to the restrictions on ownership and transfer of the Corporation’s Capital Stock contained in the Charter, including

that no Convertible Preferred Stock may be owned to the extent that it would result in the Holder of such Convertible Preferred Stock

or the Common Stock issuable upon conversion of such Convertible Preferred Stock or any other Person (as defined in the Charter) Beneficially

Owning or Constructively Owning (each, as defined in the Charter) shares of Capital Stock in excess of 9.8%, in value or number of shares,

whichever is more restrictive, of outstanding shares of any class or series of Capital Stock of the Corporation, unless such Holder is

an Excepted Holder (as defined in the Charter), in which case, such Excepted Holder may not Beneficially Own or Constructively Own shares

of Capital Stock, including the Convertible Preferred Stock and the Common Stock issuable upon conversion of the Convertible Preferred

Stock in excess of such Excepted Holder’s Excepted Holder Limit (as defined in the Charter).

***

A-43

THIRD: The Series C

Preferred Stock has been classified and designated by the Board of Directors under the authority contained in Article VI of the Charter.

FOURTH: These Articles

Supplementary have been approved by the Board in the manner and by the vote required by law.

FIFTH: The undersigned

officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters

or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge,

information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties

for perjury.

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

A-44

IN WITNESS WHEREOF, the Corporation

has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief

Executive Officer and President of the Corporation and attested to by the General Counsel

and Secretary on this [⸱] day of [⸱], 2026.

ATTEST

Chiron Real Estate Inc.

By:

Name: Jamie Barber

Name: Mark O. Decker,Jr.

Title: General Counsel and Secretary

Title: Chief Executive Officer and President

Exhibit B

Form of Investor Rights Agreement

[See Attached]

B-1

INVESTOR RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS

AGREEMENT (this “Agreement”), is made as of May 6, 2026, by and among Chiron Real Estate Inc., a Maryland

corporation (the “Company”), and the Holders (as defined below).

RECITALS:

WHEREAS, the Company

and the Holders are parties to that certain Investment Agreement dated as of the date of this Agreement by and among the Company and such

Holders (the “Investment Agreement”), under which certain of the Company’s and such Holders’ obligations

are conditioned upon the execution and delivery of this Agreement by the undersigned parties.

NOW, THEREFORE, in

consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree

as follows:

Article VI

DEFINITIONS

Section 6.01           Definitions.

For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after

consultation with outside counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in

order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the

light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration

Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.

“Affiliates”

has the meaning set forth in Rule 144.

“Agreement”

shall have the meaning given in the Preamble, as amended from time to time in accordance herewith.

“Articles Supplementary”

has the meaning set forth in the Investment Agreement.

A Person shall be deemed the

“Beneficial Owner” of and shall be deemed to “Beneficially Own” any shares of Common

Stock that such Person or any of such Person’s Affiliates (as defined in Rule 12b-2 under the Exchange Act) or associates (as

defined in Rule 12b-2 under the Exchange Act) is deemed to “beneficially own” (as determined in accordance with Rule 13d-3

of the Exchange Act, but without giving effect to the words “within 60 days” in Rule 13d-3(d)(1)(i) and any exercise

or conversion limitation or “blocker” contained within the terms of any security exercisable or exchangeable for, or convertible

into, Common Stock), together with any Common Stock so beneficially owned by any other persons whose beneficial ownership would be aggregated

with such Person for purposes of Section 13(d) of the Exchange Act.

B-2

“Board”

shall mean the Board of Directors of the Company.

“Business Day”

means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law

to close.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commission”

means the Securities and Exchange Commission.

“Common Stock”

means the Company’s common stock, $0.001 par value per share.

“Company”

shall have the meaning given in the Preamble.

“Credit Agreement”

means that certain Third Amended and Restated Credit Agreement, dated as of October 8, 2025, as in effect as of the Initial Closing

Date, by and among the Company, Chiron Real Estate LP, the certain Subsidiaries from time to time party thereto as guarantors, and JPMorgan

Chase Bank, N.A., as administrative agent, and the several banks, financial institutions and other entities from time-to-time party thereto

as lenders, as amended, supplemented, modified, extended, renewed or restated from October 8, 2025 to the Initial Closing Date.

“EBITDA”

has the meaning set forth in the Credit Agreement.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-11”

means a Registration Statement on Form S-11 or any comparable successor form or forms thereto.

“Form S-3”

means a Registration Statement on Form S-3 or any comparable successor form or forms thereto.

“Governmental

Authority” means any government, court, regulatory or administrative agency, commission, arbitrator or authority or other

legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state

or local, domestic, foreign or multinational.

“Holdback Agreement”

shall have the meaning given in Section 7.11(a).

“Holdback Period”

shall have the meaning given in Section 7.11(a).

“Holder”

shall mean each of the persons named on Schedule A hereto and, for the avoidance of doubt, any Person to whom rights under this

Agreement are assigned in accordance with Section 6.4.

“Indebtedness”

has the meaning set forth in the Credit Agreement.

B-3

“Initial Closing

Date” has the meaning set forth in the Investment Agreement.

“Issuer Free Writing

Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an

offer of Registrable Securities.

“Maewyn Holder”

means Maewyn XRN LP together with its Affiliates.

“Maewyn Holder

Director” shall have the meaning given in Section 8.01.

“Maewyn Limited

Partner” means each of [***] and other limited partners of Maewyn Holder from time to time, collectively, the “Maewyn

Limited Partners.”

“Maximum Number

of Securities” has the meaning set forth in Section 2.1(f).

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Person”

means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership,

joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust, statutory trust, series

trust, other organization, whether or not a legal entity, Governmental Authority or other entity.

“Piggyback Underwritten

Offering” shall have the meaning given in subsection 7.02(a).

“Piggyback Underwritten

Offering Filing” means (a) a preliminary Prospectus supplement (or Prospectus supplement if no preliminary Prospectus

supplement is used) to an effective shelf Registration Statement (other than a Resale Shelf Registration Statement) in which Registrable

Securities could be included and Holders could be named as selling security holders without the filing of a post-effective amendment thereto

(other than a post-effective amendment that becomes effective upon filing) or (b) a Registration Statement (other than a Resale Shelf

Registration Statement), in each case relating, to a Piggyback Underwritten Offering.

“Piggyback Underwritten

Offering Participation Limit” shall have the meaning given in subsection 7.02(a).

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Redemption Date”

has the meaning set forth in the Articles Supplementary.

B-4

“Registrable Security”

or “Registrable Securities” means, as of any date of determination, (a) Series C Convertible Preferred

Stock; (b) Warrants and (c) any shares of Common Stock issued or issuable upon the exercise of the Warrants, or upon conversion

of issued and outstanding Series C Convertible Preferred Stock, and any other equity securities issued or issuable with respect to

any such Warrants, shares of Series C Convertible Preferred Stock or shares of Common Stock by way of share split, share dividend,

distribution, recapitalization, merger, exchange, replacement, reorganization, conversion or similar event; provided, however, that any

particular Registrable Securities shall cease to be Registrable Securities when (i) such securities are sold or otherwise transferred

pursuant to an effective registration statement under the Securities Act, (ii) such securities are held by the Company or any of

its direct or indirect Subsidiaries, (iii) such securities have been transferred in a transaction in which the transferor’s

rights under this Agreement are not assigned to the transferee of the securities in accordance with the terms of this Agreement, (iv) such

securities are sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate of such Holder) pursuant to Rule 144

(or any successor or similar provision adopted by the Commission then in effect) under circumstances in which all of the applicable conditions

of Rule 144 (as then in effect) are met or (v) such securities become eligible for resale without volume, manner-of-sale restrictions

or the requirement for current public information of the Company, in each case, pursuant to Rule 144 (or any successor or similar

provision adopted by the Commission then in effect).

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming

effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration or Underwritten Offering, including, without limitation,

the following:

(a)            all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)

and any listing fees of any securities exchange on which the Common Stock is then listed;

(b)           fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters

in connection with blue sky qualifications of Registrable Securities);

messenger, telephone and delivery expenses;

(d)           (i) reasonable

fees and disbursements of counsel for the Company and (ii) the reasonable and documented fees and disbursements of one counsel for

the selling Holders selected by Holders of a majority of the Registrable Securities to be registered and reasonably acceptable to the

Company, in an amount not to exceed $50,000 with respect to any Registration or Underwritten Offering;

(e)            reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration

or Underwritten Offering;

(f)            the

Company’s expenses with respect to any roadshow related to the Registration or Underwritten Offering; and

(g)           fees

and expenses of the Company’s transfer agent.

B-5

Notwithstanding the foregoing,

under no circumstances shall the Company be obligated to pay any fees, discounts and/or commissions to any Underwriter or broker with

respect to the Registrable Securities.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Resale Shelf

Registration Statement” shall have the meaning given in subsection 7.01(a).

“Rule 144”

shall have the meaning set forth in Section 7.10.

“SEC Guidance”

means (a) any publicly available written or oral questions and answers, guidance, forms, comments, requirements or requests of the

Commission or its staff, (b) the Securities Act and (c) any other rules and regulations of the Commission.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time.

“Series C

Convertible Preferred Stock” shall mean the 6.00% Series C Convertible Preferred Stock, par value $0.001 per share,

of the Company.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business

entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the

occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons

performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time

owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof;

provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in

the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Takedown Requesting

Holder” has the meaning set forth in Section 2.1(e).

“Threshold Amount”

shall have the meaning given in subsection 8.01(c).

“Total Indebtedness”

has the meaning set forth in the Credit Agreement.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting

for distribution to the public, including for the avoidance of doubt an Underwritten Shelf Takedown and a Piggyback Underwritten Offering.

“Underwritten

Shelf Takedown” has the meaning set forth in Section 2.1(e).

B-6

“Warrant”

means each warrant issued by the Company pursuant to, and having the terms, and conferring to the holders thereof the rights, set forth

in, the Warrant Agreement.

“Warrant Agreement”

means the warrant agreement in substantially the form attached to the Investment Agreement as Exhibit C thereto.

Article VII

REGISTRATION

Section 7.01           Resale

Shelf Registration Rights.

(a)            Registration

Statement Covering Resale of Registrable Securities. The Company shall prepare and file one or more Registration Statements with the Commission,

(i) with respect to the Registrable Securities consisting of (A) Warrants and (B) any shares of Common Stock issuable upon

the exercise of issued and outstanding Warrants, on each Redemption Date on which such Warrants are issued, and (ii) with respect

to the Registrable Securities consisting of the Series C Preferred Stock and the shares of Common Stock issuable upon conversion

of issued and outstanding shares of Series C Convertible Preferred Stock, not later than ten (10) Business Days after the earlier

of (i) the date on which the shares of Series C Convertible Preferred Stock representing the full Commitment Amount (as defined

in the Investment Agreement) have been sold pursuant to the Investment Agreement and (ii) the Subsequent Closing Deadline (as defined

in the Investment Agreement), in each case of (A) and (B), for an offering to be made on a continuous basis pursuant to Rule 415

of the Securities Act or any successor thereto registering the resale from time to time by Holders of all of the respective Registrable

Securities held by the Holders (collectively, the “Resale Shelf Registration Statements”). The Company shall use commercially

reasonable efforts to cause the Resale Shelf Registration Statements to become effective as promptly as practicable and not later than

ninety (90) days following the filing thereof. The Resale Shelf Registration Statements shall be on Form S-3 (or, if Form S-3

is not available to be used by the Company at such time, on Form S-11 or another appropriate form permitting Registration of such

Registrable Securities for resale) and such Resale Shelf Registration Statements shall, upon request of a Holder or Maewyn Limited Partner,

cover resales of the applicable Registrable Securities of such Holder or Maewyn Limited Partners. The Company’s obligations to include

the Registrable Securities held by a Holder or Maewyn Limited Partner in the Resale Shelf Registration Statement are contingent upon such

Holder or Maewyn Limited Partner furnishing in writing to the Company such information regarding the Holder or Maewyn Limited Partner,

the securities of the Company held by the Holder or Maewyn Limited Partner and the intended method of disposition of the Registrable Securities

as shall be reasonably requested by the Company to effect the Registration of the Registrable Securities, and the Holder or Maewyn Limited

Partner, as the case may be, shall execute such documents in connection with such Registration as the Company may reasonably request that

are customary of a selling stockholder in similar situations. Once effective, the Company shall use commercially reasonable efforts to

keep the Resale Shelf Registration Statements and Prospectus included therein continuously effective and to be supplemented and amended

to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration

Statement is available, under the Securities Act at all times until the earliest of (1) the date on which all Registrable Securities

and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution

set forth in such Registration Statement and (2) the date on which all Registrable Securities and other securities covered by such

Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this

Section 7.01(a) shall contain a Prospectus in such form as to permit any Holder or Maewyn Limited Partner to sell such Registrable

Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in

effect) at any time beginning on the effective date for such Registration Statement, and shall provide that such Registrable Securities

may be sold pursuant to any method or combination of methods legally available to, and requested by, Holders. Notwithstanding anything

to the contrary contained herein, in no event shall the Company be permitted to name any Holder or Maewyn Limited Partner, or affiliate

of a Holder or Maewyn Limited Partner, as an “underwriter” in the Registration Statement without the prior written consent

of such Holder or Maewyn Limited Partner.

B-7

(b)           Notification

and Distribution of Materials. The Company shall notify the Holders and Maewyn Limited Partners in writing of the effectiveness of the

Resale Shelf Registration Statement as soon as practicable, and in any event within five (5) Business Days after the Resale Shelf

Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration

Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary Prospectus

and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or

such other documents as the Holders or Maewyn Limited Partners may reasonably request in order to facilitate the sale of the Registrable

Securities in the manner described in the Resale Shelf Registration Statement (to the extent that any of such documents is not available

on EDGAR).

and Supplements. Subject to the provisions of Section 7.01(a) above, the Company shall as soon as reasonably practicable prepare

and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus

used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions

of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed

pursuant to Section 7.01 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary

sales, the Company shall promptly notify the Holders and Maewyn Limited Partners of such ineligibility and use its commercially reasonable

efforts to file a shelf registration on an appropriate form as soon as reasonably practicable to replace the shelf registration statement

on Form S-3 and have such replacement Resale Shelf Registration Statement declared effective as soon as reasonably practicable and

to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary

to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement

is available, for the resale of all the Registrable Securities held by the Holders and Maewyn Limited Partners until all such Registrable

Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes eligible

to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new

replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.

B-8

(d)           Certain

Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Resale Shelf

Registration Statement (as of the effective date of such Resale Shelf Registration Statement), any amendment thereof (as of the effective

date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not

to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free

Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable

SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided,

however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and

furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein. The Company agrees, to the extent

necessary, to supplement or make amendments to each Resale Shelf Registration Statement if required by the registration form used by the

Company for the applicable Registration or by SEC Guidance.

(e)            Underwritten

Shelf Takedown. At any time and from time to time after a Resale Shelf Registration Statement on Form S-3 has been declared effective

by the Commission, any of the Holders may request to sell all or any portion of the Registrable Securities in an Underwritten Offering

that is registered pursuant to such Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). All

requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number

of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Promptly upon receiving such notice (but no later than

10 days after receipt of such notice), the Company shall notify all of the Holders of Registrable Securities regarding the potential Underwritten

Shelf Takedown. The Company shall, subject to Section 2.1(f), include in any Underwritten Shelf Takedown the securities requested

to be included by any Holder (each a “Takedown Requesting Holder”) within five (5) days of receipt of notice of

such Underwritten Shelf Takedown. All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf

Takedown under this Section 2.1(e) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected

for such Underwritten Offering by the Company, with the consent of the Holder who initiated the Underwritten Shelf Takedown.

(f)            Reduction

of Underwritten Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise the Company

or the Takedown Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting

Holders desire to sell, taken together with all other shares of the Common Stock or other equity securities that the Company desires to

sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Shelf Takedown without

adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such

maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then

the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Takedown

Requesting Holders who initiated the Underwritten Shelf Takedown, on a pro rata basis, that can be sold without exceeding the Maximum

Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause

(i), the Registrable Securities of any other Holder who wish to participate in such Underwritten Shelf Takedown, on a pro rata basis,

that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires

to sell, which can be sold without exceeding the Maximum Number of Securities.

B-9

(g)            Obligations

of the Company in an Underwritten Shelf Takedown. If at any time the Company is required to effect an Underwritten Offering, the Company

shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance

with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

(i)             permit

a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) to

participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s

officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter(s), attorney

or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) enter into

a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such

information;

(ii)            obtain

a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the

managing Underwriter(s) may reasonably request;

(iii)           on

the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel

representing the Company for the purposes of such Registration, addressed to the Underwriter(s), if any, covering such legal matters with

respect to the Registration in respect of which such opinion is being given as the Underwriter(s) may reasonably request and as are

customarily included in such opinions and negative assurance letters; provided, however, that counsel for the Company shall not be

required to provide any opinions with respect to any Holder;

(iv)           in

the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter(s) of such offering; provided that such underwriting agreement shall not require the Company

or any of its directors and officers to be locked up for any period of time following the date of the underwriting agreement;

(v)            make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement

which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission); and

B-10

(vi)           in

connection with an Underwritten Offering, cause its senior management, officers, employees and independent public accountants (in the

case of the independent public accountants, subject to any applicable accounting guidance regarding their participation in the offering

or the due diligence process) to participate in, make themselves available, supply such information as may reasonably be requested and

to otherwise facilitate and cooperate with the preparation of the Registration Statement and Prospectus and any amendments or supplements

thereto (including participating in due diligence sessions) taking into account the Company’s reasonable business needs.

Section 7.02           Piggyback

Registration.

(a)            Right

to Piggyback on Primary Offerings. If the Company proposes to file a Piggyback Underwritten Offering Filing under the Securities Act with

respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity

securities, for its own account, other than a Registration Statement (i) filed in connection with any employee stock option or other

benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (iii) on

Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),

(iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan

or (vi) pursuant to a sale of Common Stock by the Company through an “at-the-market” program or an equity line of credit,

then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable

but no later than seven (7) days prior to the initial filing date of such Piggyback Underwritten Offering Filing, which notice shall

(A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and

the name of the proposed managing Underwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities

the opportunity to register the sale of the lesser of, on an aggregate basis: (x) a number of Registrable Securities expected to

generate gross proceeds in such offering of $25.0 million and (y) a number of Registrable Securities equal to twenty-five percent

(25%) of the maximum aggregate offering size (the “Piggyback Underwritten Offering Participation Limit”) as

such Holders may request in writing within three (3) days after receipt of such written notice (such Registration, a “Piggyback

Underwritten Offering”). The Piggyback Underwritten Offering Participation Limit shall be calculated by the Company in good

faith and shall be set forth in the notice to Holders. The number of Registrable Securities each Holder will be entitled to sell under

the Piggyback Underwritten Offering Participation Limit will be determined on a pro rata basis, based on the number of Registrable

Securities that each participating Holder has requested to be included in the Piggyback Underwritten Offering. The Company shall, in good

faith, cause such Registrable Securities to be included in such Piggyback Underwritten Offering and shall use its commercially reasonable

efforts to cause the managing Underwriter(s) of such offering to permit the Registrable Securities requested by the Holders pursuant

to this subsection 7.02(a) to be included in a Piggyback Underwritten Offering on the same

terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition

of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute

their Registrable Securities through a Piggyback Underwritten Offering under this subsection 7.02(a) shall enter into an underwriting

agreement in customary form with the Underwriter(s) selected for such Piggyback Underwritten Offering by the Company, and shall otherwise

comply with Section 2.5 as a condition to participating in such Piggyback Underwritten Offering. Notwithstanding any other provision

of this Section 2.2, the Registrable Securities that may be included in any Piggyback Underwritten Offering shall be limited to securities

of the same class or type as the securities being offered by the Company in such Piggyback Underwritten Offering; provided that, for the

avoidance of doubt, if the Company is conducting a Piggyback Underwritten Offering of shares of Common Stock, Holders shall not be entitled

to include shares of Series C Convertible Preferred Stock as Registrable Securities in such offering unless such shares have first

been converted into shares of Common Stock in accordance with the terms of the Articles Supplementary.

B-11

(b)            Holder

Withdrawal Right. Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback

Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to

the Company, following which such Holder shall no longer be entitled to participate in such Piggyback Underwritten Offering.

Termination or Delay Right. If at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this

Section 7.02 and prior to the execution of an underwriting agreement with respect thereto, the Company shall determine for any reason

not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the

Holders that have elected to participate in such offering (which such Holders agree they shall hold in strict confidence) and (i) in

the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback

Underwritten Offering (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in

the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay

in including the shares of Common Stock to be sold for the Company’s account.

Section 7.03           General

Procedures. If at any time the Company is required to effect the Registration of Registrable Securities, the Company shall use its

commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended

plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

(a)            prior

to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such

Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all

exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each

preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration

or the legal counsel for any such Holders and keep such Holders reasonably informed as to the registration process;

B-12

(b)            prior

to any public offering of Registrable Securities, use commercially reasonable efforts to (i) register or qualify the Registrable

Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United

States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)

may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement

to be registered with or approved by such other Governmental Authorities as may be necessary by virtue of the business and operations

of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities

included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions of the United

States; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where

it would not otherwise be required to qualify but for this subsection 7.03(b), or (B) take any action to subject the Company

to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; provided that, the Company

shall not be required to register or qualify the Registrable Securities in any jurisdiction if such registration or qualification would

be unduly burdensome, impractical, or if an required exemption is otherwise available;

all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued

by the Company are then listed;

(d)           advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any

stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding

for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

(e)            advise

each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the

time when such Registration Statement has been declared effective (which may be satisfied by the issuance of a press release by the Company);

(f)            notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,

of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 2.6 hereof;

(g)           use

reasonable best efforts to obtain a “cold comfort” letter from the Company’s independent registered public accountants

in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort”

letters as the managing Underwriter(s) may reasonably request;

(h)           on

the date the Registrable Securities are delivered for sale pursuant to such Registration, use reasonable best efforts to obtain an opinion,

dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriter(s), if any, covering

such legal matters with respect to the Registration in respect of which such opinion is being given as the Underwriter(s) may reasonably

request and as are customarily included in such opinions and negative assurance letters; provided, however, that counsel for the Company

shall not be required to provide any opinions with respect to any Holder;

B-13

(i)            in

the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter(s) of such offering; provided that such underwriting agreement shall not require the Company

or any of its directors and officers to be locked up for any period of time following the date of the underwriting agreement;

(j)            make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)

months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement

which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission);

(k)            in

connection with an Underwritten Offering, cause its senior management, officers, employees and independent public accountants (in the

case of the independent public accountants, subject to any applicable accounting guidance regarding their participation in the offering

or the due diligence process) to participate in, make themselves available, supply such information as may reasonably be requested and

to otherwise facilitate and cooperate with the preparation of the Registration Statement and Prospectus and any amendments or supplements

thereto (including participating in due diligence sessions) taking into account the Company’s reasonable business needs; and

(l)            otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, to facilitate

the registration and disposition of Registrable Securities.

Section 7.04           Registration

Expenses. All Registration Expenses shall be borne by the Company.

Section 7.05           Requirements

for Participation in Underwritten Offerings. No Holder may participate in any Underwritten Offering

unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved

by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,

underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

Section 7.06           Suspension

of Sales; Adverse Disclosure.

(a)            The

Company shall promptly notify each of the Holders in writing if a Registration Statement or Prospectus contains a Misstatement and, upon

receipt of such written notice from the Company, each of the Holders shall forthwith discontinue disposition of Registrable Securities

until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed or has received copies of a supplemented

or amended Prospectus correcting the Misstatement, provided that the Company hereby covenants to as soon as reasonably practicable prepare

and file any required supplement or amendment correcting any Misstatement promptly after the time of such notice and, if necessary, to

request the immediate effectiveness thereof.

B-14

(b)           If

the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in any Registration Statement at

any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration

Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, (iii) would,

if not delayed or suspended, materially adversely interfere with, or jeopardize the success of, any pending or proposed material transaction,

including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization

or any other material transaction or (iv) in the good faith judgment of the Board, would materially adversely affect the Company,

the Company shall have the right to defer the filing, initial effectiveness or continued use of any Registration Statement pursuant to

(i), (ii), (iii) or (iv) for a period of not more than sixty (60) consecutive days; provided, that the Company shall not defer

any such filing, initial effectiveness or use of a Registration Statement pursuant to this Section 7.06 for more than two times or

for more than a total of 120 days (in each case counting deferrals initiated pursuant to (i), (ii), (iii) or (iv) in the aggregate)

in any 12-month period.

Section 7.07           Limitations

on Registration Rights. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent

with or violates the rights granted to the Holders of Registrable Securities in this Agreement and in the event of any conflict between

any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

Section 7.08           Indemnification.

(a)            The

Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents

and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and

expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration

Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of

a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are

caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall

indemnify the Underwriter(s), their officers and directors and each Person who controls (within the meaning of the Securities Act) such

Underwriter(s) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

(b)           In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to

the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each

Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses

(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the

Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material

fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue

statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,

however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the

liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder

from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify

the Underwriter(s), their officers, directors and each Person who controls (within the meaning of the Securities Act) such Underwriter(s) to

the same extent as provided in the foregoing with respect to indemnification of the Company.

B-15

Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification (provided, however, that the failure to give prompt notice shall not impair any Person’s right

to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in

such indemnified party’s reasonable judgment upon written advice of its counsel a conflict of interest between such indemnified

and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with

counsel reasonably satisfactory to the indemnified party. The indemnifying party shall not be subject to any liability for any settlement

made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying

party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more

than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment

of any indemnified party upon written advice of its counsel a conflict of interest may exist between such indemnified party and any other

of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent

to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money

is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional

term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim

or litigation.

(d)           The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer

of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution (pursuant to Section 2.8(c)) to such party in the event the

Company’s or such Holder’s indemnification is unavailable for any reason.

(e)            If

the indemnification provided under Section 2.8(a) hereof from the indemnifying party is unavailable or insufficient to hold

harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying

party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result

of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying

party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party

and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or

alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information

supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,

knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder

under this Section 7.08(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving

rise to such liability. The amount paid or payable by a party as a result of the losses, claims, damages or other liabilities referred

to above shall be deemed to include, subject to the limitations set forth in Sections 2.8(a), 2.8(b) and 2.8(c) above, any legal

or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto

agree that it would not be just and equitable if contribution pursuant to this Section 7.08(e) were determined by pro rata allocation

or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 7.08(e).

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled

to contribution pursuant to this Section 7.08(e) from any Person who was not guilty of such fraudulent misrepresentation.

B-16

Section 7.09           Legend

Removal. If any Registrable Securities are at any time eligible to be sold without registration pursuant to Rule 144 (or any

similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale and without compliance

with the current public reporting requirements set forth under Rule 144(c), then, at a Holder’s request, the Company will take

such actions necessary, in cooperation with the Company’s transfer agent (including, if required by the Company’s transfer

agent, delivering an opinion of the Company’s counsel, in a form reasonably acceptable to the Company’s transfer agent), to

remove any restrictive legend set forth on such certificates.

Section 7.10           Rule 144.

If the Company shall have filed a Registration Statement pursuant to the requirements of Section 12 of the Exchange Act or a Registration

Statement pursuant to the requirements of the Securities Act in respect of the Registrable Securities, the Company covenants that (a) so

long as it remains subject to the reporting provisions of the Exchange Act, it will file the reports under Sections 13 and 15(d) of

the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended

(“Rule 144”) or, if the Company is not required to file such reports, it will, upon the request of any

Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144 or any similar

rules or regulations hereafter adopted by the Commission, and (b) it will take such further action as any Holder may reasonably

request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under

the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or (ii) any similar rule or regulation

hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder

a written statement as to whether it has complied with such requirements.

B-17

Section 7.11           Holdback

Agreements.

(a)            If

requested by the managing underwriters of any Underwritten Offering, a Holder shall agree, whether or not it participates in such Underwritten

Offering, as contemplated in this Section 7.11, not to (and to cause its Affiliates not to) sell, transfer, pledge, issue, grant

or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable

Securities for a period (each such period, a “Holdback Period”) beginning on the third day before the pricing

date for the Underwritten Offering and extending through the earlier of (i) the 90th day after such pricing date and (ii) such

earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of a Holder,

a “Holdback Agreement”). Each Holdback Agreement shall be in writing in form and substance reasonably satisfactory

to the managing underwriters. Notwithstanding the foregoing, a Holder shall not be obligated to enter into a Holdback Agreement unless

(A) the Company and the Company’s executive officers and directors also execute agreements substantially similar to such Holdback

Agreement, (B) the Holdback Period applicable to such Holder is no longer than that which is applicable to the Company or the Company’s

executive officers and directors, and (C) such Holdback Agreement provides, with respect to the Holdback Period, that the underwriters

may not waive the Holdback Period for any other holder of Common Stock unless the Holdback Period is waived to the same extent for such

Holder. A Holdback Agreement shall not apply to any shares of Common Stock included in the Underwritten Offering giving rise to the application

of this Section 7.11.

(b)           The

obligations of a Holder under this Section 7.11 shall terminate upon the later of the date on which such Holder (i) ceases to

have a nominee serving on the Board or (ii) Beneficially Owns less than 5% of the outstanding Common Stock.

Article VIII

BOARD RIGHTS

Section 8.01           Board

Nomination Rights.

(a)            The

Board shall, upon written request by the Maewyn Holder and subject to the following provisos, cause one (1) member of the Board to

consist of the nominee designated in writing by the Maewyn Holder, which nominee shall initially be Charles Fitzgerald (such director

appointed in accordance with this sentence, a “Maewyn Holder Director”), in each case no later than fifteen

(15) Business Days following receipt by the Company of all information reasonably requested by the Company from the Maewyn Holder and

such applicable nominee (the “Nomination Period”); provided, however, that (i) the appointment of the Maewyn

Holder Director to the Board shall be subject to a determination by the Board during the Nomination Period that such appointment is not

inconsistent with the fiduciary duties of the members of the Board; provided, further, that if the Board makes such a determination in

good faith, the Board shall promptly provide written notice thereof to the Maewyn Holder, and the Maewyn Holder shall have the right to

designate a substitute nominee, subject to the provisions of this Section 3.1(a), (ii) in no event shall the appointment of

Charles Fitzgerald to the Board be effective prior to the Company’s 2026 Annual Meeting of Stockholders on May 20, 2026, and

the Company shall take such actions to cause such appointment to become effective as soon as practicable following such Annual Meeting

and (iii) in the event that the Initial Closing (as defined in the Investment Agreement) has not occurred by the Initial Closing

Deadline (as defined in the Investment Agreement) as a result of the Maewyn Holder’s failure to fund the purchase of the Initial

Shares (as defined in the Investment Agreement), (A) the Maewyn Holder shall, promptly upon (and in any event within five (5) Business

Days following) receipt of a written request from the Company, cause the Maewyn Holder Director to resign from the Board and (B) the

Maewyn Holder’s right to designate a nominee for appointment to the Board pursuant to this Section 3.1 shall immediately and

automatically terminate, and the Maewyn Holder shall have no further right to designate any substitute or successor nominee to fill the

resulting vacancy or otherwise. For the avoidance of doubt, the Board has determined that the election of Charles Fitzgerald as the Maewyn

Holder Director is not inconsistent with the fiduciary duties of the members of the Board, and the condition in clause (i) of this

Section 3.1(a) is deemed satisfied with respect to his initial appointment.

B-18

(b)           The

Company shall cause the Maewyn Holder Director to be appointed to, and to serve as a member of, the Nominating and Corporate Governance

Committee of the Board (or any successor committee with substantially similar responsibilities), subject to applicable law and stock exchange

rules.

the Maewyn Holder collectively ceasing to Beneficially Own greater than five percent (5%) of the outstanding Common Stock of the Company

(including, for the avoidance of doubt, the number of shares of Common Stock that would be issuable upon the conversion of all outstanding

shares of Series C Convertible Preferred Stock or the number of shares of Common Stock that would be issuable upon exercise of the

Warrants, as applicable) on a fully diluted basis (the “Threshold Amount”), the number of Maewyn Holder Directors

that the Maewyn Holder is entitled to nominate for appointment or election to the Board shall be reduced to zero.

(d)           Subject

to the other provisions of this Section 8.01, the Maewyn Holder Director designated for nomination by the Maewyn Holder and elected

or appointed as a member of the Board shall serve as a Maewyn Holder Director until the expiration of his or her term of office, and in

such case the Maewyn Holder may nominate a successor Maewyn Holder Director nominee, subject to the Company’s reasonable approval,

in accordance with this Section 8.01 upon prompt written notice to the Company at least ninety (90) calendar days prior to the one-year

anniversary of the filing of the proxy statement in connection with the annual meeting of the stockholders of the Company immediately

preceding the annual meeting for the election of the class of directors in which such Maewyn Holder Director is placed.

(e)            In

the event that the number of Maewyn Holder Directors is reduced to zero as a result of a failure to maintain the Threshold Amount, the

Maewyn Holder agrees, promptly upon (and in any event within five (5) Business Days following) receipt of a written request from

the Company, to cause such Maewyn Holder Director to resign from the Board.

(f)            In

the event of (i) the resignation, death or removal (including removal for cause) of the Maewyn Holder Director from the Board or

(ii) the Maewyn Holder Director ceasing to be a member of the Board at any time and for any reason (other than as set forth in subsection

(e) above), the Maewyn Holder shall have the right but not the obligation, such determination to be made in its sole discretion,

to designate an individual for election to the Board to fill the resulting vacancy on the Board, which nominee shall be subject to the

Company’s reasonable approval. In the event that the Maewyn Holder chooses not to designate in writing a Maewyn Holder Director

nominee to fill any such resulting vacancy on the Board in accordance with the terms and conditions herein, the resulting vacancy shall

remain until the Maewyn Holder designates a successor Maewyn Holder Director in accordance with this Section 8.01.

B-19

Section 8.02           Governance

Obligations. The Maewyn Holder shall cause the Maewyn Holder Director to provide to the Company, prior to, and as a condition of,

nomination and appointment and on an on-going basis while serving as a member of the Board, such information and materials, including

completed director and officer questionnaires, as the Company routinely receives from other non-executive members of the Board or as is

required to be disclosed in proxy statements under applicable law, rule or regulation or as is otherwise reasonably requested by

the Company from time to time from all non-executive members of the Board in connection with the governance, legal, regulatory, auditor

or national securities exchange requirements of the Company. The Maewyn Holder Director shall be subject to all codes of conduct and policies

generally applicable to non-executive members of the Board (including, without limitation, the Board Confidentiality Policy), provided

that such Maewyn Holder Director shall not be subject to any code of conduct or other confidentiality policies that are more onerous on

such Maewyn Holder Director than those imposed on each other non-executive member of the Board.

Section 8.03           Reimbursement

of Maewyn Holder Director Expenses. The Company shall reimburse each Maewyn Holder Director for all reasonable and documented out-of-pocket

expenses incurred in connection with such Maewyn Holder Director’s participation in the meetings of the Board, including all reasonable

and documented travel, lodging and meal expenses, consistent with the Company’s expense reimbursement policies that apply to other

non-executive directors serving on the Board.

Section 8.04           D&O

Insurance; Compensation. Without limiting the rights of the Maewyn Holder Director under the organizational documents of the Company

as in effect from time to time and under applicable law, such Maewyn Holder Director shall be covered as an insured by the Company’s

directors’ and officers’ indemnity insurance coverage on customary terms that are at least as favorable to such Maewyn Holder

Director as the terms of the coverage for other non-executive directors, and the Company shall maintain in full force and effect directors’

and officers’ liability insurance in reasonable amounts from established and reputable insurers to the same extent it provides insurance

for each of the other non-executive directors of the Board. The Maewyn Holder Director shall be entitled to any equity compensation and/or

indemnification (including by entry into any indemnification agreement) available to the other non-executive directors of the Board in

connection with such Maewyn Holder Director’s service on the Board. The Maewyn Holder Director shall be an express third-party beneficiary

of this Section 8.04.

B-20

Article IX

STANDSTILL

Section 9.01           Standstill

Obligations.

(a)            Maewyn

Holder hereby agrees that, until the date on which it ceases to have a Maewyn Holder Director serving on the Board and unless (x) specifically

approved in writing by the Board or (y) if it holds outstanding shares of Series C Convertible Preferred Stock and the Company

has materially breached its obligations or any the terms or conditions of the Articles Supplementary in respect of the rights, privileges

and preferences of the Series C Convertible Preferred Stock, Maewyn Holder will not in any manner, directly or indirectly: (a) effect

or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or

in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect

or participate in, (i) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries,

or assets of the Company or its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries,

(ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company

or any of its subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy

rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, (b) deposit any voting

securities of the Company in a voting trust or subject voting securities of the Company to a voting agreement or any other arrangement

or understanding with respect to the voting of such securities; (c) form, join or in any way participate in a “group”

(as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities;

(d) call, or propose to call, a special meeting of the stockholders of the Company or initiate any stockholder proposal for action

by stockholders of the Company, or propose the removal of any director from the Board or, except as permitted by and in accordance with

Article VIII, propose or nominate any individual to serve as a director on the Board (e) otherwise act, alone or in concert

with others, to propose to control or knowingly influence, in any manner, the management or the Board or the policies of the Company or

(f) disclose or direct any person to disclose, any intention, plan or arrangement inconsistent with the foregoing.

Maewyn Holder hereby agrees

that, until the date on which a Maewyn Holder Director ceases to serve on the Board, unless the Board has provided its prior written consent,

Maewyn Holder shall not, and shall cause its Affiliates not to, directly or indirectly, enter into any short sale, “put equivalent

position” (as defined in Rule 16a-1(h) under the Exchange Act), equity swap, total return swap, or any other hedging,

derivative or similar transaction that is designed to, or could reasonably be expected to, result in the sale, transfer or other disposition,

in whole or in part, of any of the economic consequences of ownership of the equity securities of the Company, whether such transaction

is settled by delivery of Common Stock or other securities, in cash, or otherwise.

Article X

CONSENT RIGHTS

Section 10.01         Consent

Rights. From the date of the Agreement until the date the Maewyn Holder ceases to Beneficially Own greater than the Threshold Amount,

the Company shall not, without the affirmative vote or written consent of the Maewyn Holder:

(a)            create,

incur, assume, guaranty or permit the existence of any Indebtedness of the Company or its Subsidiaries (other than Indebtedness that exists

as of the Initial Closing Date); provided, however, the Company and its Subsidiaries shall have the right, without the affirmative

vote or written consent of the Maewyn Holder, to incur, assume, guarantee or permit to exist any Indebtedness if, pro forma for such Indebtedness,

the Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company and its Subsidiaries is equal to or less than 0.60

to 1:00;

(b)            revoke

the Company’s status as a “real estate investment trust” within the meaning of Sections 856 through 860 of the Code;

B-21

into any transaction required to be disclosed pursuant to Item 404 of Regulation S-K.

Article XI

GENERAL PROVISIONS

Section 11.01         Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed

to have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt

requested) to the respective parties at the following addresses or e-mail addresses (or at such other address or email address for a party

as shall be specified in a notice given in accordance with this Section 11.01):

If to the Company, to it at:

Chiron Real Estate Inc.

7373 Wisconsin Avenue, Suite 800

Bethesda, Maryland 20814

Attn: Chief Financial Officer

Email: [***]

with a copy (which shall not

constitute notice) to:

Vinson & Elkins L.L.P.

901 East Byrd Street

Richmond, Virginia 23219

Attn: Daniel LeBey

Email: [***]

If to the Holders or Maewyn

Limited Partners, to them at,

c/o Maewyn Capital Partners

LLC

3889 Maple Avenue

Suite 220, Dallas, Texas,

75219

Name: Charles Fitzgerald

E-mail: [***]

with a copy (which shall not

constitute notice) to:

Latham & Watkins LLP

1271 Avenue of Americas

New York, NY 10020

Attention: Lewis Kneib and

Andrew Blumenthal

E-mail: [***]

Section 11.02               Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public

policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic

or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination

that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith

to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in

order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

B-22

Section 11.03     Termination;

Failure to Purchase Shares under Investment Agreement.

(a)      Article Two

of this Agreement shall terminate, with respect to each Holder, upon the date on which such Holder no longer holds any Registrable Securities.

(b)      Subject

to the terms and conditions in the Investment Agreement, in the event that the Maewyn Holder fails to purchase all or any of its portion

of Shares pursuant to any Initial Funding Request or Subsequent Funding Request (as those terms are defined in the Investment Agreement)

submitted in accordance with Section 1.02 of the Investment Agreement by close of business on the date specified in the Initial Funding

Request or Subsequent Funding Request, as applicable, the Company will provide notice to the Maewyn Holder of the default. If such default

of the Maewyn Holder’s obligation to purchase Shares remains uncured for fifteen (15) calendar days following the date such notice

is sent, then as of the next Business Day, all of the Maewyn Holder’s rights and the Company’s obligations under Section 8.01

and Article X of this Agreement shall immediately be suspended for a period of fifteen (15) calendar days, and if the Maewyn Holder’s

obligation to purchase Shares remains uncured for such fifteen (15) calendar day period, then as of the next Business Day (provided,

that, for the avoidance of doubt, for so long as such Holder holds any shares of Convertible Preferred Stock, curing such default before

or within such fifteen (15) calendar day period will terminate the related Termination Event and this Section 11.03 will be of no

force and effect with respect to such default), all of the Maewyn Holder’s rights and the Company’s obligations under Section 8.01

and Article X of this Agreement shall immediately terminate; provided, however, the Maewyn Holder shall not be obligated

to cause its Board nominee, if previously elected or appointed to the Board, to resign from the Board solely as a result of the termination

of its rights under Section 8.01 pursuant to this Section 11.03.

Section 11.04     Entire

Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof

and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject

matter hereof.

This Agreement shall not be

assigned by any party without the prior express written consent of the other parties hereto; provided, however, that any merger, consolidation,

share exchange or similar business combination transaction involving the Company shall not require the consent of the Holders under this

Agreement; provided, that if such transaction constitutes a Share Transaction, such transaction is executed in accordance with Section 11.12

of this Agreement.

Notwithstanding the foregoing,

the Holders may transfer or assign all or any portion of the rights provided in this Agreement, subject to this Section 11.04, in

connection with the transfer of all or any portion of the Registrable Securities without the prior written consent of the Company; provided

that (a) such transfer of the Registrable Securities itself were permitted and (b) such transferee or assignee agrees in writing

with the Company to be bound by this Agreement as fully as if it were an initial signatory hereto pursuant to a written instrument in

the form attached hereto as Exhibit A, and any such transferee may thereafter make corresponding assignments in accordance

with this Section 11.04; provided further, that the Maewyn Holder may not assign its rights under Article VIII or Article X

of this Agreement without the prior written consent of the Company. Any Person who becomes party to this Agreement by executing the form

attached hereto as Exhibit A will be deemed a “Holder” for all purposes hereunder and shall be added to Schedule

A hereto.

B-23

Section 11.05     Parties

in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto (and its respective permitted

assigns), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or

remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.06     Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts

made and to be performed entirely within such State. Each of the parties hereto agrees (a) to submit to the exclusive personal jurisdiction

of the State or Federal courts in the Borough of Manhattan, the City of New York, (b) that exclusive jurisdiction and venue shall

lie in the State or Federal courts in the State of New York, and (c) that notice may be served upon such party at the address and

in the manner set forth for such party in Section 10.01 hereof.

Section 11.07     Waiver

of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH

OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT

IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE,

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.07.

Section 11.08     Headings;

Interpretation. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not

affect in any way the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting

of this Agreement. If any ambiguity or question of intent arises, this Agreement will be construed as if drafted jointly by the parties

and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this

Agreement. Unless the context of this Agreement clearly requires otherwise, use of the masculine gender shall include the feminine and

neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the

plural forms of such terms. The words “includes” or “including” shall mean “including without limitation.”

The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement

shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent”

in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean

simply “if.” Any reference to a law shall include any rules and regulations promulgated thereunder, and shall mean such

law as from time to time amended, modified or supplemented. References herein to any contract (including this Agreement) mean such contract

as amended, supplemented or modified from time to time in accordance with the terms thereof.

B-24

Section 11.09     Counterparts.

This Agreement may be executed and delivered (including by facsimile or portable document format (pdf.) transmission) in counterparts,

and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of

which taken together shall constitute one and the same agreement.

Section 11.10     Specific

Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed

in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to

any other remedy at law or in equity. Each of the parties hereby further waives (i) any defense in any action for specific performance

that a remedy at law would be adequate and (ii) any requirement under any law to post security or a bond as a prerequisite to obtaining

equitable relief.

Section 11.11     Expenses.

Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated

hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.

Section 11.12     Recapitalization.

The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity securities (if any)

of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, share exchange or other business

combination transaction or otherwise) which, in each case, may be issued in respect of, in conversion of, in exchange for or in substitution

of, the Registrable Securities (a “Share Transaction”) and shall be appropriately adjusted for any stock dividends,

splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. In the event of a Share Transaction,

the Company shall cause any successor or assign (whether by merger, consolidation, sale of assets, share exchange or other business combination

transaction or otherwise) to assume this Agreement or enter into a new registration rights agreement with the Holders on terms substantially

the same as this Agreement as a condition of any such transaction, unless in each case, the equity securities received by the Holders

are freely tradeable immediately following the Share Transaction.

B-25

Section 11.13     Amendments

and Waivers. No amendment of any provision of this Agreement shall be valid and binding unless it is in writing and signed by each

of (a) the Company and (b) either (x) the Holders representing at least 50% (by number) of the Registrable Securities (with

each share of Common Stock to be received upon exercise of the Warrants counting as one Registrable Security for this purpose), provided

that such amendment includes the Maewyn Holder; or (y) the Maewyn Holder. No waiver of any right or remedy hereunder, to the extent

legally allowed, shall be valid unless the same shall be in writing and signed by the party making such waiver. No waiver by any party

of any breach or violation of, default under, or inaccuracy in any representation, warranty, covenant, or agreement hereunder, whether

intentional or not, shall be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation,

warranty, covenant, or agreement hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

No delay or omission on the part of any party in exercising any right, power, or remedy under this Agreement shall operate as a waiver

thereof. Notwithstanding the foregoing, no amendments may be made to this Agreement that adversely affect the rights of a Holder disproportionately

as compared with those of other Holders hereunder without the prior written consent of such Holder.

Section 11.14     No

Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their

mutual intent and no rule of strict construction shall be applied against any party.

[Signature Pages Follow]

B-26

IN WITNESS WHEREOF, each of

the parties has executed this Agreement as of the date first written above.

COMPANY:

Chiron Real Estate Inc.

By:

Name:

Mark Decker, Jr.

Title:

Chief Executive Officer

HOLDER:

Maewyn XRN LP

By:

Name:

Charles Fitzgerald

Title:

Managing Partner

[Signature

Page to Investor Rights Agreement]

Schedule A

Holders

Maewyn XRN LP

Exhibit A

JOINDER TO THE INVESTOR RIGHTS AGREEMENT

Dated as of ___,__

Reference is made to that

certain Investor Rights Agreement, dated as of May 6, 2026, by and between Chiron Real Estate Inc., a Maryland corporation and the

Holders thereto (the “Agreement”). Capitalized terms used but not defined in this joinder shall have the meanings set

forth in the Agreement.

By execution of this joinder,

the undersigned hereby acknowledges and agrees that the undersigned has received and reviewed a complete copy of the Agreement, and that

upon execution of this joinder, the undersigned shall become a party to the Agreement and shall be fully bound by, and subject to, all

of the benefits, covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Holder for

all purposes thereof and entitled to all of the rights, and subject to the obligations, incidental thereto.

[   ]

By:

Name:

Title:

B-1

Exhibit C

Form of Warrant Agreement

[See Attached]

C-1

Chiron Real Estate Inc.

WARRANT AGREEMENT

Dated as of [__]

C-2

Table of Contents

Page

Section 1.

Definitions

C-4

Section 2.

Rules of Construction

C-9

Section 3.

The Warrants

C-10

Section 4.

No Right of Redemption by the Company

C-16

Section 5.

Exercise of Warrants

C-16

Section 6.

Certain Provisions Relating to the Issuance of Common Stock

C-27

Section 7.

Calculations

C-28

Section 8.

Miscellaneous

C-28

LIST OF EXHIBITS

0:  Form of

Warrant

Exhibit B-1:  Form of

Warrant Limitation Legend

Exhibit B-2:  Form of

Warrant

C-3

Execution Copy

WARRANT AGREEMENT

WARRANT AGREEMENT,

dated as of [__], [between][among] Chiron Real Estate Inc., a Maryland corporation, as issuer (the “Company”),

and the other [signatory][signatories] to this Warrant Agreement (as defined below), as the initial Holders (as defined in this Warrant

Agreement).

In consideration of the mutual

agreements herein contained, each party to this Warrant Agreement (as defined below) agrees as follows.

Section 1.       Definitions

“Affiliate”

has the meaning set forth in Rule 144.

“Agent”

means any Registrar or Exercise Agent.

“Aggregate Strike

Price” means, with respect to the Exercise of any Warrant that will be settled by Physical Settlement, an amount equal to

the product of (a) the number of Underlying Shares of such Warrant that are being so Exercised; and (b) the Strike Price on

the Exercise Date for such Exercise; provided, however, that the Aggregate Strike Price will be subject to Section 5(j).

“Authorized Denomination”

means, with respect to a Warrant, either (a) such Warrant in its entirety, representing all of the Underlying Shares thereof; or

(b) any portion of such Warrant that represents a whole number of the Underlying Shares thereof.

“Automatic Exercise”

has the meaning set forth in Section 5(c).

“Automatic Exercise

Date” means an Exercise Date occurring with respect to any Warrant pursuant to Section 5(c).

“Board of Directors”

means the Company’s board of directors or a committee of such board duly authorized to act on behalf of such board.

“Business Day”

means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law

or executive order to close or be closed.

“Bylaws”

means the Company’s Fifth Amended and Restated Bylaws, as the same may be further amended, supplemented or restated.

“Capital Stock”

of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents

of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Cashless Settlement”

has the meaning set forth in Section 5(e)(i).

C-4

“Certificate”

means any electronic book-entry maintained by the Registrar that represents one (1) Warrant.

“Charter”

means the Company’s charter as defined in Section 1.01(f) of the Maryland General Corporation Law.

“Close of Business”

means 5:00 p.m., New York City time.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Common Stock”

means the common stock, $0.001 par value per share, of the Company, subject to Section 5(j).

“Common Stock

Change Event” has the meaning set forth in Section 5(j)(i).

“Company”

means Chiron Real Estate Inc., a Maryland corporation.

“Ex-Dividend Date”

means, with respect to an issuance, dividend or other distribution on the Common Stock, the first date on which shares of Common Stock

trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or other

distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt,

any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol

or CUSIP number will not be considered “regular way” for this purpose.

“Excepted Holder”

has the meaning set forth in Section 8(m).

“Excepted Holder

Limit” has the meaning set forth in Section 8(m).

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Exercise”

means an Automatic Exercise or an Optional Exercise. The terms “Exercised” and “Exercisable”

will have a meaning correlative to the foregoing.

“Exercise Agent”

has the meaning set forth in Section 3(e)(i).

“Exercise Consideration”

means, with respect to the Exercise of any Warrant, the type and amount of consideration payable to settle such Exercise, determined in

accordance with Section 5.

“Exercise Date”

means an Automatic Exercise Date or an Optional Exercise Date.

“Exercise Period”

means the period from, and including, the Initial Issue Date to, and including, the Exercise Period Expiration Date.

“Exercise Period

Expiration Date” means the fifth anniversary of the Initial Issue Date.

“Exercise Share”

means any share of Common Stock issued or issuable upon Exercise of any Warrant.

C-5

“Holder”

means a person in whose name any Warrant is registered on the Registrar’s books.

“Initial Issue

Date” means [__].

“Investment Agreement”

means that certain investment agreement, dated as of May 6, 2026, among the Company and the purchasers named therein.

“Investor Rights

Agreement” means that certain investor rights agreement, dated as of May 6, 2026, among the Company and the investors

named therein.

“Last Reported

Sale Price” of the Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price

is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the

average last bid prices and the average last ask prices per share) of the Common Stock on such Trading Day as reported in composite transactions

for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed

on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid

price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar

organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point

of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment

banking firm the Company selects.

“Letter Agreement”

means that certain letter agreement, dated as of May 5, 2026, among the Company and the parties named therein, executed in accordance

with Section 7.2.7 of the Charter.

“Market Disruption

Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled

close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock

is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding

limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating

to the Common Stock.

“NYSE Ownership

Limitation” has the meaning set forth in Section 5(i)(i).

“NYSE Market Limitation”

has the meaning set forth in Section 5(i)(i).

“Officer”

means the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant

Treasurer, the Controller, the Secretary or any Vice-President of the Company.

“Open of Business”

means 9:00 a.m., New York City time.

“Optional Exercise”

means the exercise of any Warrant other than an Automatic Exercise.

C-6

“Optional Exercise

Date” means, with respect to the Optional Exercise of any Warrant, the first Business Day on which the requirements set

forth in Section 5(d)(ii) for such Optional Exercise are satisfied.

“Optional Exercise

Notice” means a notice substantially in the form of the “Optional Exercise Notice” set forth in 0.

“Ownership Limitation

Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Person”

or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock

company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of

a limited liability company, limited partnership or trust will constitute a separate “person” under this Warrant Agreement.

“Physical Settlement”

has the meaning set forth in Section 5(e)(i).

“Record Date”

means, with respect to any dividend or other distribution on, or issuance to holders of, Common Stock, the date fixed (whether by law,

contract or the Board of Directors or otherwise) to determine the holders of Common Stock that are entitled to such dividend, other distribution

or issuance.

“Reference Property”

has the meaning set forth in Section 5(j)(i).

“Reference Property

Unit” has the meaning set forth in Section 5(j)(i).

“Register”

has the meaning set forth in Section 3(e)(ii).

“Registrar”

has the meaning set forth in Section 5(e)(i).

“Requisite Stockholder

Approval” means the stockholder approval contemplated by The New York Stock Exchange listing rules (or the analogous

rules of any other exchange on which the Common Stock is listed) with respect to the issuance of shares of Common Stock upon Exercise

of the Warrants in excess of the limitations imposed by such rules; provided, however, that the Requisite Stockholder Approval will be

deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing rules of The New

York Stock Exchange (or the analogous rules of any other exchange on which the Common Stock is listed), such stockholder approval

is no longer required for the Company to settle all Exercises of the Warrants without regard to Section 5(i).

“Restricted Security

Legend” means a legend substantially in the form set forth in Exhibit B-2.

“Rule 144”

means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

C-7

“Security”

means any Warrant or Exercise Share.

“Settlement Method”

means Cashless Settlement or Physical Settlement.

“Specified Courts”

has the meaning set forth in Section 8(c).

“Spin-Off”

has the meaning set forth in Section 5(f)(i)(2).

“Spin-Off Valuation

Period” has the meaning set forth in Section 5(f)(i)(2).

“Strike Price”

initially means $[ ] per share of Common Stock; provided, however, that the Strike Price is subject to adjustment pursuant to Sections 5(f) and

5(g). Each reference in this Warrant Agreement or any Certificate to the Strike Price as of a particular date without setting forth a

particular time on such date will be deemed to be a reference to the Strike Price immediately after the Close of Business on such date.

“Subsidiary”

means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership or limited

liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the

occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers

voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business

entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (b) any

partnership or limited liability company where (x) more than fifty percent (50%) of the capital accounts, distribution rights, equity

and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company

are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the

form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (y) such Person

or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership

or limited liability company.

“Successor Person”

has the meaning set forth in Section 5(j)(ii).

“Trading Day”

means any day on which (a) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange

on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

on the principal other market on which the Common Stock is then traded; and (b) there is no Market Disruption Event. If the Common

Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transfer-Restricted

Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided,

however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

(a)      such

Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration

statement that was effective under the Securities Act at the time of such sale or transfer; and

C-8

(b)      such

Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available

exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to,

the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security”(as

defined in Rule 144).

“Underlying Shares”

initially means, with respect to any Warrant, that number of shares of Common Stock identified as the initial number of “Underlying

Shares” in the Certificate representing such Warrant; provided, however, that (a) the number of Underlying Shares of each Warrant

will be subject to adjustment pursuant to Sections 5(f) and 5(g); and (b) upon the Exercise of any Warrant (or any portion

thereof representing less than all of the Underlying Shares thereof), the number of Underlying Shares of such Warrant will be reduced,

effective as of the time such Warrant (or such portion thereof) ceases to be outstanding pursuant to Section 3(k), by the number

of Underlying Shares so Exercised.

“Valuation Price”

means, with respect to the Exercise of any Warrant, the Last Reported Sale Price per share of Common Stock on the Exercise Date for such

Exercise (or, if such Exercise Date is not a Trading Day, the immediately preceding Trading Day).

“Warrant”

means each warrant issued by the Company pursuant to, and having the terms, and conferring to the Holders thereof the rights, set forth

in, this Warrant Agreement. Subject to the terms of this Warrant Agreement, each Warrant will be Exercisable for shares of Common Stock

based on the number of Underlying Shares of such Warrant and the Strike Price.

“Warrant Agreement”

means this Warrant Agreement, as amended or supplemented from time to time.

Section 2.       Rules of

Construction. For purposes of this Warrant Agreement:

(a)      “or”

is not exclusive;

(b)      “including”

means “including without limitation”;

expresses a command;

(d)      the

“average” of a set of numerical values refers to the arithmetic average of such numerical values;

(e)      a

merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any

division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding

of any such division or allocation;

(f)      words

in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

C-9

(g)      “herein,”

“hereof” and other words of similar import refer to this Warrant Agreement as a whole and not to any particular Section or

other subdivision of this Warrant Agreement, unless the context requires otherwise;

(h)      references

to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(i)      the

exhibits, schedules and other attachments to this Warrant Agreement are deemed to form part of this Warrant Agreement.

Section 3.       The

Warrants.

(a)      Original

Issuance of Warrants. On the Initial Issue Date, there will be originally issued Warrants having an aggregate of [__] ([__]) Underlying

Shares, which Warrants will be initially registered in the name[s] of [__] [and [__]].

(b)      Form,

Dating and Denominations.

(i)      Form and

Date of Certificates Representing Warrants. Each Certificate representing any Warrant will be deemed to (1) be substantially

in the form set forth in 0; (2) bear the legends required by Section 3(f) and may bear notations, legends or endorsements

required by law or stock exchange rule; and (3) be dated as of the date it is issued by the Registrar pursuant to the registration

of the electronic-book entry representing such Certificate in the name of the applicable Holder.

(ii)     Electronic

Certificates. The Warrants will originally be represented in the form of one or more Certificates in the form of an electronic book-entry.

(iii)     Electronic

Certificates; Interpretation. For purposes of this Warrant Agreement, (1) each Certificate will be deemed to include the text

of the form of Certificate set forth in 0; (2) any legend, registration number or other notation that is required to be included

on a Certificate will be deemed to be affixed to any Certificate notwithstanding that such Certificate may be in a form that does not

permit affixing legends thereto (and references herein to such Certificates “bearing” a legend or similar terms will be deemed

to be satisfied by this clause); (3) any reference in this Warrant Agreement to the “delivery” of any Certificate will

be deemed to be satisfied upon the registration of the electronic book entry representing such Certificate in the name of the applicable

Holder; (4) upon satisfaction of any applicable requirements of the Maryland General Corporation Law, the Charter and the Bylaws,

and any related requirements of the Registrar, in each case for the issuance of Warrants in the form of one or more Certificates, such

Certificates will be deemed to be executed by the Company.

(iv)    No

Bearer Certificates. The Warrants will be issued only in registered form.

(v)     Registration

Numbers. Each Certificate representing any Warrant will bear a unique registration number that is not affixed to any other Certificate

representing any other outstanding Warrant.

C-10

(d)      Method

of Payment. The Company will pay all cash amounts due on any Warrant of any Holder by check mailed to the address of such Holder set

forth in the Register; provided, however, that the Company will instead pay such cash amounts by wire transfer of immediately available

funds to the account of such Holder within the United States specified in a written request of such Holder delivered to the Company no

later than the Close of Business on the date that is ten (10) Business Days immediately before the date such payment is due (or specified

in the related Optional Exercise Notice, if applicable).

(e)      Registrar

and Exercise Agent.

(i)      Generally.

The Company designates [__] as an office or agency where Warrants may be presented for (1) registration of transfer or for exchange

(the “Registrar”); and (2) Exercise (the “Exercise Agent”). At all times when

any Warrant is outstanding, the Company will maintain an office in the continental United States constituting the Registrar and Exercise

Agent.

(ii)     Maintenance

of the Register. The Company will keep, or cause there to be kept, a record (the “Register”) of the names

and addresses of the Holders, the number of Warrants (and the respective numbers of Underlying Shares thereof) held by each Holder and

the transfer, exchange and Exercise of the Warrants. Absent manifest error, the entries in the Register will be conclusive and the Company

and each Agent may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will

be in written form or in any form capable of being converted into written form reasonably promptly. The Company will provide a copy of

the Register to any Holder upon its request as soon as reasonably practicable.

(iii)     Subsequent

Appointments. By notice to each Holder, the Company may, at any time, appoint any Person (including any Subsidiary of the Company)

to act as Registrar or Exercise Agent.

(f)      Legends.

(i)      Ownership

Limitation Legend. Each Certificate representing any Warrant will bear the Ownership Limitation Legend.

(ii)     Restricted

Security Legend.

(1)      Each

Certificate representing any Warrant that is a Transfer-Restricted Security will bear the Restricted Security Legend.

(2)      If

any Warrant (such Warrant being referred to as the “new Warrant” for purposes of this Section 3(f)(ii)(2)) is issued

in exchange for, or in substitution of, other Warrant(s), or to effect the Exercise of less than all of the Underlying Shares of a Warrant

represented by any Certificate (such other Warrant(s) or Exercised Warrant, as applicable, being referred to as the “old Warrant(s)”for

purposes of this Section 3(f)(ii)(2)), including pursuant to Section 3(g)(ii) or Section 3(h), then the Certificate

representing such new Warrant will bear the Restricted Security Legend if the Certificate representing such old Warrant(s) bore the

Restricted Security Legend at the time of such exchange or substitution, or on the related Exercise Date with respect to such Exercise,

as applicable; provided, however, that the Certificate representing such new Warrant need not bear the Restricted Security Legend if such

new Warrant does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Exercise

Date, as applicable.

C-11

(iii)     Other

Legends on Certificates. The Certificate representing any Warrant may bear any other legend or text, not inconsistent with this Warrant

Agreement, as may be required by applicable law, by the rules of any applicable depositary for such Warrant or by any securities

exchange or automated quotation system on which such Warrant is traded or quoted or as may be otherwise reasonably determined by the Company

to be appropriate.

(iv)    Acknowledgement

and Agreement by the Holders. A Holder’s acceptance of any Warrant represented by a Certificate bearing any legend required

by this Section 3(f) will constitute such Holder’s acknowledgement of, and agreement to comply with, the restrictions

set forth in such legend.

(v)     Legends

on Exercise Shares.

(1)      Each

Exercise Share will bear a legend substantially to the same effect as the (A) Ownership Limitation Legend and (B) Restricted

Security Legend if the Warrant upon the Exercise of which such Exercise Share was issued was (or would have been had it not been Exercised)

a Transfer-Restricted Security at the time such Exercise Share was issued, provided, however that such Exercise Share need not bear such

a legend if the Company determines, in its reasonable discretion, that such Exercise Share need not bear such a legend.

(2)      Notwithstanding

anything to the contrary in Section 3(f)(v)(1), an Exercise Share need not bear a legend pursuant to Section 3(f)(v)(1) if

such Exercise Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures

(including, if applicable, the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to

enforce the transfer restrictions referred to in such legend.

(g)      Transfers

and Exchanges; Transfer Taxes; Certain Transfer Restrictions.

(i)      Provisions

Applicable to All Transfers and Exchanges.

(1)      Generally.

Subject to this Section 3(g), any Warrant represented by any Certificate may be transferred or exchanged from time to time and the

Company will cause the Registrar to record each such transfer or exchange in the Register.

C-12

(2)      Transfer

Restrictions. Notwithstanding anything to the contrary in this Agreement, a Holder will not be entitled to transfer or exchange any

Warrant to or for the benefit of any Person, except in compliance with (A) the Charter and (B) the registration requirements

or exemption provisions of the Securities Act and any other applicable securities laws.

(3)      No

Services Charge; Transfer Taxes. The Company and the Agents will not impose any service charge on any Holder for any transfer, exchange

or Exercise of any Warrant, but the Company, the Registrar and the Exercise Agent may require payment of a sum sufficient to cover any

transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or Exercise of any Warrant,

other than exchanges pursuant to Section 3(h) not involving any transfer.

(4)      Transfers

and Exchanges Must Be in Authorized Denominations. Notwithstanding anything to the contrary in this Warrant Agreement, all transfers

or exchanges of Warrants must be in an Authorized Denomination.

(5)      Legends.

Each Certificate representing any Warrant that is issued upon transfer of, or in exchange for, another Warrant will bear each legend,

if any, required by Section 3(f).

(6)      Settlement

of Transfers and Exchanges. Upon satisfaction of the requirements of this Warrant Agreement to effect a transfer or exchange of any

Warrant, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than

the fifth (5th) Business Day after the date of such satisfaction.

(7)      Exchanges

to Remove Transfer Restrictions. For the avoidance of doubt, and subject to the terms of this Warrant Agreement, as used in this Section 3(g),

an “exchange” of a Certificate includes an exchange effected for the sole purpose of removing any Restricted Security Legend

affixed to such Certificate.

(ii)     Transfers

and Exchanges of Warrants.

(1)      Subject

to this Section 3(g), a Holder of any Warrant represented by a Certificate may (A) transfer any Authorized Denomination of such

Warrant to one or more other Person(s); (B) exchange any Authorized Denomination of such Warrant for Warrant(s) that (x) represent

that same aggregate number of Underlying Shares as the number of Underlying Shares being exchanged; and (y) are represented by one

or more other Certificates; provided, however, that, to effect any such transfer or exchange, such Holder must (A) surrender to the

office of the Registrar any endorsements or transfer instruments reasonably required by the Company or the Registrar; and (B) deliver

such certificates, documentation or evidence as may be required pursuant to Section 3(g)(ii)(3).

C-13

(2)      Upon

the satisfaction of the requirements of this Warrant Agreement to effect a transfer or exchange of any Authorized Denomination of a Holder’s

Warrant represented by a Certificate (such Certificate being referred to as the “old Certificate” for purposes of this Section 3(g)(ii)(2)):

(A)     such

old Certificate will be promptly cancelled pursuant to Section 3(j);

(B)      if

less than all of the Underlying Shares of the Warrant represented by such old Certificate are to be so transferred or exchanged, then

the Company will issue, execute and deliver, in accordance with Section 3(b), one or more Certificates that (x) in the aggregate,

represent a total number of Underlying Shares equal to the number of Underlying Shares represented by such old Certificate not to be so

transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 3(f);

the case of a transfer to a transferee, the Company will issue, execute and deliver, in accordance with Section 3(b), one or more

Certificates that (x) in the aggregate, represent a total number of Underlying Shares equal to the number of Underlying Shares to

be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 3(f);

and

(D)      in

the case of an exchange, the Company will issue, execute and deliver, in accordance with Section 3(b), one or more Certificates that

(x) in the aggregate, represent a total number of Underlying Shares equal to the number of Underlying Shares to be so exchanged;

(y) are registered in the name of the Person to whom such old Certificate was registered; and (z) bear each legend, if any,

required by Section 3(f).

(3)      Requirement

to Deliver Documentation and Other Evidence. If a Holder of any Warrant that is a Transfer-Restricted Security, or that is represented

by a Certificate that bears an Ownership Limitation Legend or a Restricted Security Legend, requests to register the transfer of such

Warrant to the name of another Person or in exchange for purposes of removing a Restricted Security Legend, then the Company and the Registrar

may refuse to effect such transfer or exchange unless there is delivered to the Company and the Registrar such certificates or other documentation

or evidence as the Company and the Registrar may reasonably require (including an opinion of counsel reasonably satisfactory to the Company

and the Registrar to the effect that such legend is no longer required under the Securities Act and applicable state securities laws)

to determine that such transfer complies with the Charter and the Securities Act and other applicable securities laws, as the case may

be.

C-14

(iii)     Transfers

of Warrants Subject to Exercise. Notwithstanding anything to the contrary in this Warrant Agreement, the Company and the Registrar

will not be required to register the transfer of or exchange any Warrant that has been surrendered for Exercise.

(h)      Exchange

and Cancellation of Exercised Warrants.

(i)     Cancellation

of Warrants That Are Exercised. If the Underlying Shares of a Holder’s Warrant represented by a Certificate (such Certificate

being referred to as the “old Certificate” for purposes of this Section 3(h)(i)) are Exercised pursuant to Section 5,

then, promptly after the later of the time such Warrant (or the portion thereof representing the Underlying Shares so Exercised) is deemed

to cease to be outstanding pursuant to Section 3(l) and the time such old Certificate is surrendered for such Exercise, (1) such

old Certificate will be cancelled pursuant to Section 3(k); and (2) in the case of a partial Exercise, the Company will issue,

execute and deliver to such Holder, in accordance with Section 3(b), one or more Certificates that (x) represent one or more

Warrants that, in the aggregate, have a total number of Underlying Shares equal to the number of Underlying Shares represented by such

old Certificate that are not to be so Exercised; (y) are registered in the name of such Holder; and (z) bear each legend, if

any, required by Section 3(f).

(i)      [Reserved].

(j)      Registered

Holders. Only the Holder of any Warrant(s) will have rights under this Warrant Agreement as the owner of such Warrant(s).

(k)      Cancellation.

In accordance with the terms and conditions of this Warrant Agreement, the Company may at any time deliver any Warrant to the Registrar

for cancellation. The Exercise Agent will forward to the Registrar each Warrant duly surrendered to them for transfer, exchange, payment

or Exercise. The Company will cause the Registrar to promptly cancel all Warrants so surrendered to it in accordance with its customary

procedures.

(l)      Outstanding

Warrants.

(i)      Generally.

The Warrants that are outstanding at any time will be deemed to be those Warrants that, at such time, have been deemed to have been duly

executed by the Company pursuant to the terms set forth herein by the registration of the electronic book-entry representing such Certificate

in the name of the applicable Holder, excluding those Warrants (or any portions of any Warrants representing less than all of the initial

number of Underlying Shares thereof) that have theretofore been (1) cancelled by the Registrar or delivered to the Registrar for

cancellation in accordance with Section 3(k); (2) paid or settled in full upon their Exercise in accordance with this Warrant

Agreement; or (3) deemed to cease to be outstanding to the extent provided in, and subject to, clause (ii) or (iii) of

this Section 3(l).

(ii)     Exercised

Warrants. If any Warrant(s) (or any portions of any Warrant(s) representing less than all of the Underlying Shares thereof)

are Exercised, then, at the Close of Business on the Exercise Date for such Exercise (unless there occurs a default in the delivery of

the Exercise Consideration due pursuant to Section 5 upon such Exercise): (1) such Warrant(s) (or such portions thereof)

will be deemed to cease to be outstanding; and (2) the rights of the Holder(s) of such Warrant(s) (or such portions thereof),

as such, will terminate with respect to such Warrant(s) (or such portions thereof), other than the right to receive such Exercise

Consideration as provided in Section 5.

C-15

(iii)     Warrants

Remaining Unexercised as of the Exercise Period Expiration Date. If any Warrant(s) are otherwise outstanding as of the Close

of Business on the Exercise Period Expiration Date, then, without limiting the operation of Section 5(c), such Warrant(s) will

cease to be outstanding as of immediately after the Close of Business on the Exercise Period Expiration Date.

(iv)    Certificates

Need Not Be Amended. A reduction in the number of Underlying Shares of any Warrant as a result of a Warrant (or any portion thereof

representing less than all of the Underlying Shares thereof) ceasing to be outstanding pursuant to this Section 3(l) will be

effective without the need to notate the same on, or otherwise amend, the Certificate representing such Warrant.

Section 4.       No

Right of Redemption by the Company. The Company does not have the right to redeem the Warrants at its election.

Section 5.       Exercise

of Warrants.

(a)      Generally.

Subject to the provisions of this Section 5, the Warrants may be exercised only pursuant to an Optional Exercise or an Automatic

Exercise.

(b)      Exercise

at the Option of the Holders.

(i)      Exercise

Right; When Warrants May Be Submitted for Optional Exercise. Subject to Section 5(d)(ii)(3), each Holder of any Warrant(s) will

have the right to submit all, or any Authorized Denomination, of such Warrant(s) for Optional Exercise at any time during the Exercise

Period.

(ii)     Exercises

of Warrants Not In Authorized Denominations Prohibited. Notwithstanding anything to the contrary in this Warrant Agreement, in no

event will any Holder be entitled to Exercise any Warrant other than in an Authorized Denomination thereof.

Exercise on Exercise Period Expiration Date or Effective Date of Cash Common Stock Change Event. Subject to the provisions of this

Section 5, each Warrant, if any, that is outstanding and not Exercised as of immediately before the Close of Business on (i) the

Exercise Period Expiration Date will be deemed to be Exercised with an Exercise Date occurring on the Exercise Period Expiration Date

(or, if such Exercise Period Expiration Date is not a Business Day, the immediately preceding Business Day); or (ii) the effective

date of a Common Stock Change Event whose reference property consists entirely of cash, will be deemed to be Exercised with an Exercise

Date occurring on such effective date (or, if such effective date is not a Business Day, the preceding Business Day) (“Automatic

Exercise”). For the avoidance of doubt, each Exercise of any Warrant pursuant to clause (ii) of the preceding sentence

will be settled in accordance with Section 5(j)(i)(C).

C-16

(d)      Exercise

Procedures.

(i)      Automatic

Exercise. If any Warrant is subject to an Automatic Exercise, then (1) the Automatic Exercise of such Warrant will occur automatically

and without the need for any action on the part of the Holder(s) thereof; and (2) the shares of Common Stock due upon such Automatic

Exercise will be registered in the name of, and, if applicable, the cash due upon such Automatic Exercise will be delivered to, the Holder(s) of

such Warrant as of the Close of Business on the related Automatic Exercise Date.

(ii)     Requirements

for Holders to Exercise Their Optional Exercise Right.

(1)      Generally.

To Exercise any Warrant represented by a Certificate pursuant to an Optional Exercise, the Holder of such Warrant must (w) complete,

manually sign and deliver to the Exercise Agent an Optional Exercise Notice (at which time such Optional Exercise will become irrevocable);

(x) furnish any endorsements and transfer documents that the Company or the Exercise Agent may require; (y) subject to Section 5(j),

deliver the Aggregate Strike Price for such Exercise in accordance with Section 5(d)(ii)(2), if Physical Settlement applies to such

Exercise; and (z) if applicable, pay any documentary or other taxes pursuant to Section 6(d).

(2)      Payment

of Aggregate Strike Price. Subject to Section 5(j), the Holder of an Exercised Warrant that will be settled by Physical Settlement

will deliver the Aggregate Strike Price for such Exercise to the Company in cash (by (x) certified or official bank check payable

to the order of the Company and delivered to the Company at its principal executive offices in the United States; or (y) such other

method as may be acceptable to the Company). Such payment will be deemed to have been made on the date such Aggregate Strike Price is

actually received by the Company (or, in the case of payment by certified or official bank check, on the date the Company receives such

check at its principal executive offices in the United States).

(3)      Optional

Exercise Permitted only During Business Hours. Warrants may be surrendered for Optional Exercise only after the Open of Business and

before the Close of Business on a day that is a Business Day that occurs during the Exercise Period.

(iii)     When

Holders Become Stockholders of Record of the Shares of Common Stock Issuable Upon Exercise. The Person in whose name any share of

Common Stock is issuable upon Exercise of any Warrant will be deemed to become the holder of record of such share as of the Close of Business

on the Exercise Date for such Exercise.

(e)      Settlement

Upon Exercise.

(i)      Settlement

Method. Upon the Exercise of any Warrant, the Company will settle such Exercise by paying or delivering, as applicable and as provided

in this Section 5(e), shares of Common Stock, together, if applicable, with cash in lieu of fractional shares, in the amounts set

forth in either (x) Section 5(e)(ii)(1) (a “Physical Settlement”); or (y) Section 5(e)(ii)(2) (a

“Cashless Settlement”). The Settlement Method applicable to the (1) Optional Exercise of any Warrant will

be the Settlement Method set forth in the Exercise Notice for such exercise and (2) Automatic Exercise of any Warrant will be Cashless

Settlement.

C-17

(ii)     Exercise

Consideration. Subject to Section 5(e)(ii), Section 5(i), Section 5(j) and Section 7(b), the consideration

due upon settlement of the Exercise of each Warrant will consist of the following:

(1)      Physical

Settlement. If Physical Settlement applies to such Exercise, a number of shares of Common Stock equal to the number of Underlying

Shares of such Warrant that are being so Exercised; or

(2)      Cashless

Settlement. If Cashless Settlement applies to such Exercise, a number of shares of Common Stock equal to the greater of (x) zero;

and (y) an amount equal to:

where:

N = the number of Underlying Shares of

such Warrant that are being so Exercised;

VP = the Valuation Price per share of

Common Stock for such Exercise; and

SP = the Strike Price in effect immediately

after the Close of Business on such Exercise Date.

(iii)     Payment

of Cash in Lieu of any Fractional Share of Common Stock. Subject to Section 7(b), in lieu of delivering any fractional share

of Common Stock otherwise due upon Exercise of any Warrant, the Company will pay cash based on the Valuation Price.

(iv)    Delivery

of Exercise Consideration. Except as provided in Sections 5(f)(i)(2) and 5(j)(i)(C), the Company will pay or deliver, as

applicable, the Exercise Consideration due upon Exercise of any Warrant on or before the second (2nd) Business Day immediately after the

Exercise Date for such Exercise.

C-18

(f)      Strike

Price and Number of Underlying Shares Adjustments.

(i)      Events

Requiring an Adjustment to the Strike Price and the Number of Underlying Shares. Each of the Strike Price and the number of Underlying

Shares of each Warrant will be adjusted from time to time as follows:

(1)      Stock

Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend on all or substantially all

shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding

an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(j) will apply), then the Strike Price will

be adjusted based on the following formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant

to Section 5(f)(i)(4)):

where:

SP0 = the Strike Price in effect

immediately before the Close of Business on the Record Date for such dividend, or immediately before the Close of Business on the effective

date of such stock split or stock combination, as applicable;

SP1 = the Strike Price in effect

immediately after the Close of Business on such Record Date or effective date, as applicable;

OS0 = the number of shares

of Common Stock outstanding immediately before the Close of Business on such Record Date or effective date, as applicable, without giving

effect to such dividend, stock split or stock combination; and

OS1 = the number of shares

of Common Stock outstanding immediately after giving effect to such dividend, stock split or stock combination.

If any dividend, stock split or stock combination

of the type described in this Section 5(f)(i)(1) is declared or announced, but not so paid or made, then each of the Strike

Price and the number of Underlying Shares of each Warrant will be readjusted, effective as of the date the Board of Directors determines

not to pay such dividend or to effect such stock split or stock combination, to the Strike Price and the number of Underlying Shares,

respectively, that would then be in effect had such dividend, stock split or stock combination not been declared or announced.

C-19

(2)      Spin-Offs.

If the Company distributes shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate

or Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant

to a Common Stock Change Event, as to which Section 5(j) will apply), and such Capital Stock or equity interests are listed

or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”),

then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the number of Underlying Shares

of each Warrant pursuant to Section 5(f)(i)(4)):

where:

SP0 = the Strike Price in effect

immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;

SP1 = the Strike Price in effect

immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;

P = the average of the Last Reported Sale

Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period; and

FMV = the product of (x) the average

of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten

(10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, the

Ex-Dividend Date for such Spin-Off (such average to be determined as if references to Common Stock in the definitions of “Last Reported

Sale Price,” “Trading Day” and “Market Disruption Event” were instead references to such Capital Stock or

equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common

Stock in such Spin-Off.

Notwithstanding anything to the contrary in this

Section 5(f)(i)(2), if any Warrant is Exercised and the Exercise Date for such Exercise occurs during the Spin-Off Valuation Period

for such Spin-Off, then, solely for purposes of determining the Exercise Consideration for such Exercise, such Spin-Off Valuation Period

will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to,

and including, such Exercise Date.

To the extent any distribution of the type described

in this Section 5(f)(i)(2) is declared but not made or paid, each of the Strike Price and the number of Underlying Shares of

each Warrant will be readjusted to the Strike Price and the number of Underlying Shares, respectively, that would then be in effect had

the adjustment thereto been made on the basis of only the distribution, if any, actually made or paid.

C-20

(3)      Cash

Dividends. If any cash dividend is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend),

then the Strike Price will be adjusted based on the following formula (with a corresponding adjustment to the number of Underlying Shares

of each Warrant pursuant to Section 5(f)(i)(4)):

where:

SP0 = the Strike Price in effect

immediately before the Close of Business on the Record Date for such dividend;

SP1 = the Strike Price in effect

immediately after the Close of Business on such Record Date;

P = the Last Reported Sale Price per share

of Common Stock on the Trading Day immediately before the Ex-Dividend Date for such dividend; and

D = the cash amount distributed per share

of Common Stock in such dividend.

provided, however, that, if D is equal

to or greater than P, then, in lieu of the foregoing adjustment to the Strike Price (and the corresponding adjustment to the number of

Underlying Shares of each Warrant pursuant to Section 5(f)(i)(4)), each Holder will receive, for each Warrant held by such Holder

on the Record Date for such dividend, at the same time and on the same terms as holders of Common Stock, the amount of cash that such

Holder would have received in such dividend if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to

the number of Underlying Shares of such Warrant as of such Record Date. To the extent such dividend is declared but not made or paid,

each of the Strike Price and the number of Underlying Shares of each Warrant will be readjusted to the Strike Price and the number of

Underlying Shares, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend,

if any, actually made or paid.

(4)      Adjustment

to the Number of Underlying Shares. If the Strike Price is adjusted pursuant to the formulas set forth in any of clauses (1) through

(3) of this Section 5(f)(i) (excluding, for these purposes, a readjustment pursuant to the text following such formulas),

then, effective as of the same time at which such adjustment to the Strike Price becomes effective, the number of Underlying Shares of

each Warrant will be adjusted to an amount (rounded to the nearest whole number) equal to the product of (A) the number of Underlying

Shares of such Warrant in effect immediately before such adjustment to such number of Underlying Shares; and (B) the quotient obtained

by dividing (x) the Strike Price in effect immediately before such adjustment to the Strike Price by (y) the Strike Price in

effect immediately after such adjustment to the Strike Price; provided, however, that the number of Underlying Shares of each Warrant

will be subject to readjustment to the extent set forth in such clauses. For purposes of calculating the adjustment to the number of Underlying

Shares of each Warrant pursuant to the preceding sentence, the amount set forth in clause (B)(y) of the preceding sentence will calculated

without giving effect to any rounding pursuant to Section 5(f)(vi).

(ii)     No

Adjustments in Certain Cases.

(1)      Where

Holders Participate in the Transaction or Event Without Exercising. Notwithstanding anything to the contrary in Section 5(f)(i),

the Company is not required to adjust the Strike Price or the number of Underlying Shares of any Warrant for a transaction or other event

otherwise requiring an adjustment pursuant to Section 5(f)(i) (other than a stock split or combination of the type set forth

in Section 5(f)(i)(1)) if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely

by virtue of being a Holder of the Warrants, in such transaction or event without having to Exercise such Holder’s Warrants and

as if such Holder had owned, on the Record Date for such transaction or event, a number of shares of Common Stock equal to the aggregate

number of Underlying Shares, as of such Record Date, of the Warrants held by such Holder on such Record Date.

C-21

(2)      Certain

Events. The Company will not be required to adjust the Strike Price or the number of Underlying Shares of any Warrant except pursuant

to Section 5(f)(i).

(iii)     Adjustments

Not Yet Effective. Notwithstanding anything to the contrary in this Warrant Agreement, if:

(1)      a

Warrant is Exercised;

(2)      the

Record Date or effective date for any event that requires an adjustment to the Strike Price pursuant to Section 5(f)(i) has

occurred on or before the Exercise Date for such Exercise, but an adjustment to the Strike Price or the number of Underlying Shares of

the Warrants for such event has not yet become effective as of such Exercise Date;

(3)      the

Exercise Consideration due upon such Exercise includes any whole shares of Common Stock; and

(4)      such

shares are not entitled to participate in such event (because they were not held on the related Record Date or otherwise),

then, solely for purposes of such Exercise,

the Company will, without duplication, give effect to such adjustment on such Exercise Date. In such case, if the date on which the Company

is otherwise required to deliver the Exercise Consideration due upon such Exercise is before the first date on which the amount of such

adjustment can be determined, then the Company will delay the settlement of such Exercise until the second (2nd) Business Day after such

first date.

(iv)     Adjustments

Where Exercising Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Warrant

Agreement, if:

(1)      an

adjustment to the Strike Price or the number of Underlying Shares of the Warrants for any dividend or distribution becomes effective on

any Ex-Dividend Date pursuant to Section 5(f)(i);

(2)      a

Warrant is Exercised;

(3)      the

Exercise Date for such Exercise occurs on or after such Ex-Dividend Date and on or before the related Record Date;

C-22

(4)      the

Exercise Consideration due upon such Exercise includes any whole shares of Common Stock based on a Strike Price or number of Underlying

Shares that is adjusted for such dividend or distribution; and

(5)      such

shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5(d)(iii)),

then such adjustment will not be given

effect for such Exercise and the shares of Common Stock issuable upon such Exercise based on such unadjusted Strike Price and unadjusted

number of Underlying Shares will not be entitled to participate in such dividend or distribution, but there will be added, to the Exercise

Consideration otherwise due upon such Exercise, the same kind and amount of consideration that would have been delivered in such dividend

or distribution with respect to such shares of Common Stock had such shares been entitled to participate in such dividend or distribution.

(v)     Determination

of the Number of Outstanding Shares of Common Stock. For purposes of Section 5(f)(i), the number of shares of Common Stock outstanding

at any time will include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(vi)    Rounding

of Calculations. All calculations with respect to the Strike Price and adjustments thereto will be made to the nearest cent (with

half of one cent rounded upwards), and all calculations with respect to the number of Underlying Shares of any Warrant and adjustments

thereto will be made to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).

(vii)    Notice

of Strike Price and Number of Underlying Shares Adjustments. Upon the effectiveness of any adjustment to the Strike Price or the number

of Underlying Shares of the Warrants pursuant to Section 5(f)(i), the Company will, as soon as reasonably practicable and no later

than ten (10) Business Days after the date of such effectiveness, send notice to the Holders (with a copy to the Exercise Agent)

containing (1) a brief description of the transaction or other event on account of which such adjustment was made; (2) the Strike

Price in effect immediately after such adjustment; (3) a brief description of any corresponding adjustment to the number of Underlying

Shares of each Warrant; and (4) the effective time of such adjustment.

(g)      Voluntary

Adjustments.

(i)      Generally.

To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) decrease

the Strike Price by any amount, or increase the number of Underlying Shares of each outstanding Warrant by any amount, if (1) the

Board of Directors determines that such decrease or increase, as applicable, is in the Company’s best interest or that such decrease

or increase, as applicable, is advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase

Common Stock as a result of any dividend or distribution of shares of Common Stock or any similar event; (2) such decrease or increase,

as applicable, is in effect for a period of at least twenty (20) Business Days; and (3) such decrease or increase, as applicable,

is irrevocable during such period.

C-23

(ii)     Notice

of Voluntary Adjustment. If the Board of Directors determines to decrease the Strike Price or increase the number of Underlying Shares

of the Warrants pursuant to Section 5(g)(i), then, no later than the first Business Day of the related twenty (20) Business Day period

referred to in Section 5(g)(i), the Company will send notice to each Holder (with a copy to the Exercise Agent) of such decrease

or increase, as applicable, quantifying the amount thereof and stating the period during which such decrease or increase, as applicable,

will be in effect.

(h)      Adjustments

Effective Without Need to Amend Certificates. An adjustment to the number of Underlying Shares of any Warrant pursuant to Section 5(f) or

5(g) will be effective without the need to notate the same on, or otherwise amend, the Certificate representing such Warrant.

(i)      Restriction

on Exercises.2

(i)      Limitation

on Exercise Right. Notwithstanding anything to the contrary in this Warrant Agreement, unless and until the Requisite Stockholder

Approval is obtained, no shares of Common Stock will be issued or delivered upon Exercise of any Warrant of any Holder, and no Warrant

of any Holder will be exercisable, in each case to the extent, that (A) such issuance, delivery, Exercise or exercisability would

result in such Holder or a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange

Act) that includes such Holder, beneficially owning in excess of nineteen and nine tenths percent (19.9%) of the-then outstanding shares

of Common Stock (the “NYSE Ownership Limitation”) or (B) after giving effect to such issuance, delivery

or Exercise, the aggregate number of shares of Common Stock issued by the Company upon exercise of any Warrants (as defined in the Investment

Agreement) would exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the

Investment Agreement (the “NYSE Market Limitation”).

If any Exercise Consideration otherwise

due upon the Exercise of any Warrant is not delivered as a result of the NYSE Ownership Limitation or the NYSE Market Limitation, then

the Company’s obligation to deliver such Exercise Consideration will not be extinguished, and the Company will deliver such Exercise

Consideration as soon as reasonably practicable after the date the Requisite Stockholder Approval is obtained.

Any purported delivery of shares of

Common Stock upon Exercise of any Warrant will be void and have no effect to the extent, and only to the extent, that such delivery would

contravene the NYSE Ownership Limitation or the NYSE Market Limitation.

(ii)     [Reserved].

(iii)     Covenant

to Seek the Requisite Stockholder Approval. The Company will use its reasonable best efforts to obtain the Requisite Stockholder Approval

by seeking such approval, if not previously obtained, at each future regular annual meeting of its stockholders and recommending its approval

in the related proxy materials. The Company will promptly notify the Holders if the Requisite Stockholder Approval is obtained.

2 Note to Draft: Language subject to NYSE review.

C-24

(j)      Effect

of Common Stock Change Event.

(i)      Generally.

If there occurs any:

(1)      recapitalization,

reclassification or change of the Common Stock, other than (x) changes solely resulting from a subdivision or combination of the

Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits

and stock combinations that do not involve the issuance of any other series or class of securities;

(2)      consolidation,

merger, combination or binding or statutory share exchange involving the Company;

(3)      sale,

lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person;

(4)      other

similar event,

and, as a result of which, the Common Stock is

converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination

of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property,

the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share

of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not

to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then,

notwithstanding anything to the contrary in this Warrant Agreement,

(A)      from

and after the effective time of such Common Stock Change Event, the consideration due upon Exercise of any Warrant will be determined

in the same manner as if each reference to any number of shares of Common Stock in this Section 5 or in Section 6, or in any

related definitions, were instead a reference to the same number of Reference Property Units;

(B)      if

such Reference Property Unit includes, but does not consist entirely of, cash (it being understood, for the avoidance of doubt, that clause

(C) below will apply instead of this clause (B) if such Reference Property Unit consists entirely of cash), then, from and after

the effective time of such Common Stock Change Event, there will be deducted or removed, as applicable, from the Aggregate Strike Price

otherwise payable to Exercise any Warrant pursuant to Section 5(d)(ii), and from the cash that would otherwise be included in the

Exercise Consideration due, pursuant to Section 5(e), to settle such Exercise, in each case pursuant to Physical Settlement, a cash

amount equal to the product of (I) the number of Underlying Shares of such Warrant that are being so Exercised; and (II) the

lesser of (x) the Strike Price on the Exercise Date for such Exercise; and (y) the amount of cash included in such Reference

Property Unit;

C-25

such Reference Property Unit consists entirely of cash, then (I) from and after the effective time of such Common Stock Exchange

Event, no delivery of the Aggregate Strike Price will be required to Exercise any Warrant; and (II) the Company will settle each

Exercise of any Warrant whose Exercise Date occurs on or after the date of the effective time of such Common Stock Change Event by paying,

on or before the tenth (10th) Business Day immediately after such Exercise Date, cash in an amount equal to the product of (I) the

number of Underlying Shares of such Warrant that are being so Exercised; and (II) the excess, if any, of (x) the amount of cash

included in such Reference Property Unit over (y) the Strike Price (it being understood, for the avoidance of doubt, that the amount

set forth in this clause (II) will be zero if the amount set forth in clause (x) is not greater than the amount set forth in

clause (y)); and

(D)      for

these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities

will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or,

in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than

a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference

Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common

Stock, by the holders of Common Stock. The Company will notify the Holders of such weighted average as soon as practicable after such

determination is made.

(ii)     Execution

of Supplemental Instruments. On or before the date the Common Stock Change Event becomes effective, the Company and, if applicable,

the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”)

will execute and deliver such supplemental instruments, if any, as the Company reasonably determines are necessary or desirable (which

supplemental instruments will, for the avoidance of doubt, not require the consent of any Holder) to (y) provide for subsequent adjustments

to the Strike Price and the number of Underlying Shares of the Warrants pursuant to Section 5(f)(i) in a manner consistent with

this Section 5(j); and (z) contain such other provisions, if any, as the Company reasonably determines are appropriate to preserve

the economic interests of the Holders and to give effect to Section 5(j)(i). If the Successor Person is not the Company, or the Reference

Property includes shares of stock or other securities or assets (other than cash) of a Person other than the Successor Person, then the

Company will cause such Successor Person or Person, as applicable, to execute and deliver a joinder to this Warrant Agreement assuming

the obligations of the Company under this Warrant Agreement, or the obligation to deliver such Reference Property upon Exercise of the

Warrants, as applicable.

C-26

(iii)     Notice

of Common Stock Change Event. The Company will provide notice of each Common Stock Change Event to Holders no later than the second

(2nd) Business Day after the effective date of the Common Stock Change Event.

Section 6.       Certain

Provisions Relating to the Issuance of Common Stock.

(a)      Equitable

Adjustments to Prices. Whenever this Warrant Agreement requires the Company to calculate the average of the Last Reported Sale Prices,

or any function thereof, over a period of multiple days (including to calculate an adjustment to the Strike Price), the Company will make

appropriate adjustments, if any, to those calculations to account for any adjustment to the Strike Price pursuant to Section 5(f)(i) that

becomes effective, or any event requiring such an adjustment to the Strike Price where the Record Date, Ex-Dividend Date or effective

date, as applicable, of such event occurs, at any time during such period.

(b)      Reservation

of Shares of Common Stock. At all times when any Warrant is outstanding, the Company will reserve (out of its authorized and not outstanding

shares of Common Stock that are not reserved for other purposes), for delivery upon Exercise of the Warrants, a number of shares of Common

Stock that would be sufficient to settle the Exercise of all Warrant(s) then outstanding (assuming, for these purposes, that each

such Warrant is settled by the delivery of a number of shares of Common Stock equal to the number of Underlying Shares of such Warrant).

of Shares of Common Stock. Each share of Common Stock delivered upon Exercise of any Warrant of any Holder will be a newly issued

share and will be duly authorized, validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse

claim (except to the extent of any lien or adverse claim created by the action or inaction of such Holder or the Person to whom such share

of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation

system, then the Company will use commercially reasonable efforts to cause each such share of Common Stock, when so delivered, to be admitted

for listing on such exchange or quotation on such system.

(d)      Taxes

Upon Issuance of Common Stock. The Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue

of any shares of Common Stock upon Exercise of any Warrant of any Holder. However, the Company shall not be required to pay any such documentary,

stamp or similar issue or transfer tax or duty that may be payable in respect of the issue or delivery (or any transfer involved in the

issue or delivery) of such Common Stock to a beneficial owner other than the beneficial owner of the Warrant immediately prior to the

Exercise of the Warrant, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has

paid to the Company the amount of any such transfer tax or has established to the satisfaction of the Company that such transfer tax has

been paid or is not payable.

C-27

Section 7.       Calculations.

(a)      Responsibility;

Schedule of Calculations. Except as otherwise provided in this Warrant Agreement, the Company will be responsible for making all calculations

called for under this Warrant Agreement or the Warrants, including determinations of the Strike Price and the Last Reported Sale Prices.

The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders.

The Company will provide a schedule of such calculations to any Holder upon written request.

(b)      Calculations

Aggregated for Each Holder. The composition of the Exercise Consideration due upon Exercise of any Warrant of any Holder will be computed

based on the total number of Warrants of such Holder being Exercised with the same Exercise Date. Any cash amounts due to such Holder

in respect thereof will, after giving effect to the preceding sentence, be rounded to the nearest cent.

Section 8.       Miscellaneous.

(a)      Notices.

(i)      Notices

to Holders. All notices or communications required to be made to a Holder pursuant to this Warrant Agreement must be made in writing

and will be deemed to be duly sent or given in writing if (1) mailed by first class mail, certified or registered, return receipt

requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the Register; or (2) transmitted by

facsimile or by electronic transmission or other similar means of unsecured electronic communication to the facsimile or electronic address,

as applicable, of such Holder shown on the Register, provided receipt of such facsimile or electronic transmission or communication is

acknowledged. The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect

its sufficiency with respect to any other Holder.

(ii)      Notice

Effectiveness. If a notice or communication is mailed or sent in the manner provided above in this Section 8(a) within the

time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it (except to the extent, but only to

the extent, acknowledgement of receipt is expressly required by this Section 8(a)).

(b)      Governing

Law; Waiver of Jury Trial. THIS WARRANT AGREEMENT AND THE WARRANTS, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED

TO THIS WARRANT AGREEMENT OR THE WARRANTS, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE

COMPANY AND EACH HOLDER (BY ITS ACCEPTANCE OF ANY WARRANT) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT AGREEMENT, THE WARRANTS OR THE TRANSACTIONS

CONTEMPLATED BY THIS WARRANT AGREEMENT OR THE WARRANTS.

C-28

to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant Agreement or the transactions contemplated

by this Warrant Agreement may be instituted in the federal courts of the United States of America located in the City of New York or the

courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”),

and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of

any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s

address set forth in Section 8(a) will be effective service of process for any such suit, action or proceeding brought in any

such court. Each of the Company and each Holder (by its execution and delivery of this Warrant Agreement or by its acceptance of any Warrant)

irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts

and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought

in an inconvenient forum.

(d)      No

Adverse Interpretation of Other Agreements. Neither this Warrant Agreement nor the Warrants may be used to interpret any other agreement

of the Company or its Subsidiaries or of any other Person, and no such other agreement may be used to interpret this Warrant Agreement

or the Warrants.

(e)      Successors;

Benefits of Warrant Agreement. All agreements of the Company in this Warrant Agreement and the Warrants will bind its successors.

Subject to the preceding sentence, this Warrant Agreement is for the sole benefit of the parties hereto and for the Holders, as such,

from time to time, and nothing in this Warrant Agreement, or anything that may be implied from any provision of this Warrant Agreement,

will confer on any other Person any right, claim or remedy.

(f)      Severability.

If any provision of this Warrant Agreement or the Warrants is invalid, illegal or unenforceable, then the validity, legality and enforceability

of the remaining provisions of this Warrant Agreement or the Warrants will not in any way be affected or impaired thereby.

(g)      Counterparts.

The parties may sign any number of copies of this Warrant Agreement. Each signed copy will be an original, and all of them together represent

the same agreement. Delivery of an executed counterpart of this Warrant Agreement by facsimile, electronically in portable document format

or in any other format will be effective as delivery of a manually executed counterpart.

(h)      Table

of Contents, Headings, Etc. The table of contents and the headings of the Sections and sub-Sections of this Warrant Agreement have

been inserted for convenience of reference only, are not to be considered a part of this Warrant Agreement and will in no way modify or

restrict any of the terms or provisions of this Warrant Agreement.

(i)      Withholding

Taxes. The Company and its paying agent shall be entitled to deduct and withhold taxes on all payments and distributions (or deemed

distributions) on the Warrants and Common Stock issuable upon Exercise of a Warrant to the extent required by applicable Law. To the extent

that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Warrant Agreement

as having been paid to the Person in respect of which such deduction or withholding was made. In the event the Company previously remitted

any amounts to a governmental authority on account of such taxes required to be deducted or withheld in respect of any payment or distribution

(or deemed distribution) with respect to a Warrant or share of Common Stock (or in respect of any payment or distribution (or deemed distribution)

in respect thereof), the Company shall be entitled (i) to offset any such amounts against any amounts otherwise payable in respect

of such Warrant or share of Common Stock or (ii) to require the Person in respect of whom such deduction or withholding was made

to reimburse the Company for such amounts (and such Person shall promptly so reimburse the Company upon demand).

C-29

(j)      Entire

Agreement. This Warrant Agreement, including all Exhibits hereto, together with the Investment Agreement[,][ and] the Investor Rights

Agreement [and the Letter Agreement], constitute the entire agreement of the Parties with respect to the specific subject matter covered

hereby and thereby, and supersedes in their entirety all other agreements or understandings between or among the parties with respect

to such specific subject matter.

(k)      No

Other Rights. The Warrants will confer no rights to the Holders thereof except as provided in this Warrant Agreement. For the avoidance

of doubt, and without limiting the operation of Sections 5(f)(iv), 5(f)(ii)(1) and 5(d)(iii), and the proviso to Section 5(f)(i)(3),

the Warrants will not confer to the Holders thereof any rights as stockholders of the Company.

(l)      No

Obligation to Purchase Securities of the Company. For the avoidance of doubt, except to the extent any Exercise Shares (or other Exercise

Consideration consisting of any securities of the Company) is deliverable in connection with the due Exercise of any Warrant, nothing

in this Warrant Agreement will impose on any Holder any obligation to purchase any securities of the Company.

(m)      Limitation

on Ownership of Warrants, Exercise of Warrants and Shares of Common Stock Deliverable Upon Exercise. The ownership of Warrants, and

notwithstanding anything to the contrary herein, the exercise of Warrants and the ownership of Common Stock issuable upon exercise of

the Warrants is subject to the restrictions on ownership and transfer of the Company’s Capital Stock contained in Article VII

of the Charter, including that no Warrant may be owned to the extent that it would result in the Holder of such Warrant or the Common

Stock issuable upon Exercise of such Warrant or any other Person (as defined in the Charter) Beneficially Owning or Constructively Owning

(each, as defined in the Charter) shares of Capital Stock in excess of 9.8%, in value or number of shares, of outstanding shares of any

class or series of Capital Stock of the Company, unless such Holder is an Excepted Holder (as defined in the Charter), in which case such

Excepted Holder may not Beneficially Own or Constructively Own shares of Capital Stock, including Common Stock issuable upon Exercise

of the Warrants in excess of such Excepted Holder’s Excepted Holder Limit (as defined in the Charter).

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

C-30

IN WITNESS WHEREOF, the parties

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

Chiron Real Estate Inc.

By:

Name:

Title:

[__]

By:

Name:

Title:

Contact Information:

Address:

Attention:

Facsimile Number:

Email Address:

[Signature

Page to Warrant Agreement]

Exhibit A

Form of Warrant

[Insert Ownership Limitation Legend]

[Insert Restricted Security Legend]

Chiron Real Estate Inc.

Warrants

Certificate No. [___]

Chiron Real Estate Inc., a

Maryland corporation (the “Company”), certifies that [___] is the registered owner of one (1) Warrant represented

by this certificate (this “Certificate”). The initial number of Underlying Shares of the Warrant represented

by this Certificate is [__] shares of Common Stock, which number is subject to adjustment as provided in the Warrant Agreement referred

to below.

The terms of the Warrants

are set forth in the Warrant Agreement, dated as of [__], between the Company and the initial Holder[s] (the “Warrant Agreement”).

The Warrant Agreement is hereby incorporated by reference herein and made a part of this instrument and is hereby referred to for a description

of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company, the Agents and the registered Holders

of Warrants. Capitalized terms used in this Certificate without definition have the respective meanings ascribed to them in the Warrant

Agreement.

Additional terms of this Certificate

are set forth on the other side of this Certificate.

[The Remainder of This Page Intentionally

Left Blank; Signature Page Follows]

C-32

IN WITNESS WHEREOF, Chiron

Real Estate Inc. has caused this instrument to be duly executed as of the date set forth below.

Chiron Real Estate Inc.

Date:

By:

Name:

Title:

C-33

CHIRON REAL ESTATE INC.

Warrant

This Certificate represents

one (1) duly issued and outstanding Warrant having an initial number of Underlying Shares as set forth on the face of this Certificate.

Certain terms of the Warrants are summarized below. Notwithstanding anything to the contrary in this Certificate, to the extent that any

provision of this Certificate conflicts with the provisions of the Warrant Agreement, the provisions of the of the Warrant Agreement will

control.

2.      Method

of Payment. Cash amounts due on the Warrants represented by this Certificate will be paid in the manner set forth in Section 3(d) of

the Warrant Agreement.

3.      Persons

Deemed Owners. The Person in whose name this Certificate is registered will be treated as the owner of the Warrant represented by

this Certificate for all purposes, subject to Section 3(i) of the Warrant Agreement.

4.      Transfers

and Exchanges. All Warrants will be in registered form. Subject to the terms of the Warrant Agreement, the Holder of the Warrant represented

by this Certificate may transfer or exchange such Warrant by presenting this Certificate to the Registrar and delivering any required

documentation or other materials. No Warrants may be sold, exchanged or otherwise transferred in violation of the Charter or the Securities

Act and any other applicable securities laws.

5.      No

Right of Redemption by the Company. The Company will not have the right to redeem the Warrants at its election.

6.      Exercise

Rights. The Warrants will be Exercisable for Exercise Consideration in the manner, and subject to the terms, set forth in Section 5

of the Warrant Agreement.

7.      Abbreviations.

Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by

the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform

Gift to Minors Act).

* * *

C-34

To request a copy of the Warrant Agreement, which

the Company will provide to any Holder at no charge, please send a written request to the following address:

Chiron Real Estate Inc.

7373 Wisconsin Avenue, Suite 800

Bethesda, Maryland 20814

Attention: Chief Financial Officer

C-35

OPTIONAL EXERCISE NOTICE

Chiron Real Estate Inc.

Subject to the terms of the

Warrant Agreement, by executing and delivering this Optional Exercise Notice, the undersigned Holder of the Warrant identified below hereby

elects to Optional Exercise (check one):

all of the Underlying Shares of the Warrant

Underlying Shares of the Warrant

identified by Certificate No. ___________________.

Settlement Method (check one):

Physical Settlement.

Cashless Settlement.

(If Physical Settlement) Aggregate

Strike Price:

Cash in an amount equal to $___________________.

The undersigned requests that

the Underlying Shares issuable upon exercise of the Warrant to be in registered form in the authorized denominations, registered in such

names and delivered, all as specified in accordance with the instructions set forth below.

(Optional) Identify account

within the United States to which any cash Exercise Consideration will be wired:

Bank Routing Number:

SWIFT Code:

Bank Address:

Account Number:

Account Name:

C-36

By delivery of this Optional

Exercise Notice the undersigned represents and warrants to the Company and the Exchange Agent that the Exercise requested pursuant to

this Optional Exercise Notice will not result in the undersigned becoming the beneficial owner of shares of Common Stock in excess of

the NYSE Ownership Limitation.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Must be in an Authorized Denomination.

C-37

ASSIGNMENT FORM

Chiron Real Estate Inc.

Subject to the terms and conditions

of the Warrant Agreement, including satisfaction of the delivery requirements of Section 3(g)(ii)(1), the undersigned Holder of the

Warrant identified below assigns (check one):

all of the Underlying Shares of the Warrant

Underlying Shares of the Warrant

identified by Certificate

No. ___________________, and all rights thereunder, to:

Name:

Address:

Social security or tax identification number:

and irrevocably appoints:

as agent to transfer the within Warrant

on the books of the Company. The agent may substitute another to act for him/her.

Date:

(Legal Name of Holder)

By:

Name:

Title:

Must be in an Authorized Denomination.

C-38

Exhibit B-1

Form of Ownership Limitation Legend

THIS SECURITY, THE EXERCISE OF THIS SECURITY AND

THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER AS SET FORTH

IN THE COMPANY’S CHARTER, AS THE SAME MAY BE IN EFFECT FROM TIME TO TIME, AND THE COMPANY WILL FURNISH A FULL STATEMENT ABOUT

CERTAIN RESTRICTIONS ON OWNERSHIP AND TRANSFER OF STOCK ON REQUEST AND WITHOUT CHARGE.

C-1

Exhibit B-2

Form of Restricted Security Legend

THE SECURITIES REPRESENTED BY THIS INSTRUMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,

SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

C-2

EXHIBIT D-1

Form of Opinion of Venable LLP

[Omitted]

D-1-1

EXHIBIT D-2

Form of Opinion of Vinson & Elkins

L.L.P.

[Omitted]

D-2-1

Exhibit E

Form of Waiver of Beneficial Ownership

Limit

[Omitted]

E-1

EXHIBIT F

JOINDER TO THE INVESTMENT AGREEMENT

Dated as of ___,__

Reference is made to that

certain Investment Agreement, dated as of May 6, 2026 by and between Chiron Real Estate Inc., a Maryland corporation (the “Company”)

and Maewyn XRN LP (the “Agreement”). Capitalized terms used but not defined in this joinder shall have the meanings

set forth in the Agreement.

By execution of this joinder,

the undersigned hereby acknowledges and agrees that the undersigned has received and reviewed a complete copy of the Agreement, and that

upon execution of this joinder, the undersigned shall become a party to the Agreement and shall be fully bound by, and subject to, all

the benefits, covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Purchaser for

all purposes thereof and entitled to all of the rights, and subject to the obligations, incidental thereto.

[          ]

By:

Name:

Title:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2613926d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution Copy

[***] = Certain identified information has been

excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

INVESTOR RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS

AGREEMENT (this “Agreement”), is made as of May 6, 2026, by and among Chiron Real Estate Inc., a Maryland

corporation (the “Company”), and the Holders (as defined below).

RECITALS:

WHEREAS,

the Company and the Holders are parties to that certain Investment Agreement dated as of the date of this Agreement by and among the Company

and such Holders (the “Investment Agreement”), under which certain of the Company’s and such Holders’

obligations are conditioned upon the execution and delivery of this Agreement by the undersigned parties.

NOW,

THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement,

and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound

hereby, the parties agree as follows:

Article I

DEFINITIONS

Section 1.1      Definitions. For purposes of this Agreement, the following terms and

variations thereof have the meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after

consultation with outside counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in

order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the

light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration

Statement were not being filed, and (c) the Company has a bona fide business purpose for not making such information public.

“Affiliates”

has the meaning set forth in Rule 144.

“Agreement”

shall have the meaning given in the Preamble, as amended from time to time in accordance herewith.

“Articles Supplementary”

has the meaning set forth in the Investment Agreement.

A Person shall be deemed the

“Beneficial Owner” of and shall be deemed to “Beneficially Own” any shares of Common

Stock that such Person or any of such Person’s Affiliates (as defined in Rule 12b-2 under the Exchange Act) or associates (as

defined in Rule 12b-2 under the Exchange Act) is deemed to “beneficially own” (as determined in accordance with Rule 13d-3

of the Exchange Act, but without giving effect to the words “within 60 days” in Rule 13d-3(d)(1)(i) and any exercise

or conversion limitation or “blocker” contained within the terms of any security exercisable or exchangeable for, or convertible

into, Common Stock), together with any Common Stock so beneficially owned by any other persons whose beneficial ownership would be aggregated

with such Person for purposes of Section 13(d) of the Exchange Act.

“Board”

shall mean the Board of Directors of the Company.

“Business Day”

means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law

to close.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commission”

means the Securities and Exchange Commission.

“Common Stock”

means the Company’s common stock, $0.001 par value per share.

“Company”

shall have the meaning given in the Preamble.

“Credit Agreement”

means that certain Third Amended and Restated Credit Agreement, dated as of October 8, 2025, as in effect as of the Initial Closing

Date, by and among the Company, Chiron Real Estate LP, the certain Subsidiaries from time to time party thereto as guarantors, and JPMorgan

Chase Bank, N.A., as administrative agent, and the several banks, financial institutions and other entities from time-to-time party thereto

as lenders, as amended, supplemented, modified, extended, renewed or restated from October 8, 2025 to the Initial Closing Date.

“EBITDA”

has the meaning set forth in the Credit Agreement.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-11”

means a Registration Statement on Form S-11 or any comparable successor form or forms thereto.

“Form S-3”

means a Registration Statement on Form S-3 or any comparable successor form or forms thereto.

“Governmental

Authority” means any government, court, regulatory or administrative agency, commission, arbitrator or authority or other

legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state

or local, domestic, foreign or multinational.

“Holdback Agreement”

shall have the meaning given in Section 2.11(a).

“Holdback Period”

shall have the meaning given in Section 2.11(a).

“Holder”

shall mean each of the persons named on Schedule A hereto and, for the avoidance of doubt, any Person to whom rights under this

Agreement are assigned in accordance with Section 6.4.

“Indebtedness”

has the meaning set forth in the Credit Agreement.

“Initial Closing

Date” has the meaning set forth in the Investment Agreement.

“Issuer Free Writing

Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an

offer of Registrable Securities.

“Maewyn Holder”

means Maewyn XRN LP together with its Affiliates.

“Maewyn Holder

Director” shall have the meaning given in Section 3.1.

“Maewyn Limited

Partner” means each of [***] and other limited partners of Maewyn Holder from time to time, collectively, the “Maewyn

Limited Partners.”

“Maximum

Number of Securities” has the meaning set forth in Section 2.1(f).

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Person”

means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership,

joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust, statutory trust, series

trust, other organization, whether or not a legal entity, Governmental Authority or other entity.

“Piggyback

Underwritten Offering” shall have the meaning given in subsection 2.2(a).

“Piggyback Underwritten

Offering Filing” means (a) a preliminary Prospectus supplement (or Prospectus supplement if no preliminary Prospectus

supplement is used) to an effective shelf Registration Statement (other than a Resale Shelf Registration Statement) in which Registrable

Securities could be included and Holders could be named as selling security holders without the filing of a post-effective amendment thereto

(other than a post-effective amendment that becomes effective upon filing) or (b) a Registration Statement (other than a Resale Shelf

Registration Statement), in each case relating, to a Piggyback Underwritten Offering.

“Piggyback

Underwritten Offering Participation Limit” shall have the meaning given in subsection 2.2(a).