Form 8-K

8-K — UNIVERSAL SAFETY PRODUCTS, INC.

Accession: 0001104659-26-073513

Filed: 2026-06-12

Period: 2026-06-12

CIK: 0000102109

SIC: 5065 (WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2617757d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2617757d1_ex4-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2617757d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617757d1_8k.htm · Sequence: 1

false

0000102109

2026-06-12

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report

(Date of earliest event reported): June 12, 2026

UNIVERSAL SAFETY PRODUCTS, INC.

(Exact name of

registrant as specified in its charter)

Maryland

001-31747

52-0898545

(State or other jurisdiction of

incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

11407

Cronhill Drive, Suite A,

Owings Mills, Maryland

21117

(Address of principal executive offices) (Zip Code)

(410)

363-3000

(Registrant’s telephone

number, including area code)

Check the appropriate

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

provisions:

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

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

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

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

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.01 par value

UUU

NYSE

American

Indicate

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

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

Emerging

growth company ¨

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2026 (the “Execution Date”),

Universal Safety Products, Inc., a Maryland corporation (the “Company”) entered into a Securities Purchase Agreement

(the “Agreement”) with SJC Lending LLC, a Delaware limited liability company (“SJC”), pursuant to

which the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $10,600,000 (the “Convertible

Notes”) for a total purchase price of up to $10.0 million dollars (the “Loan”),

The consummation of the transactions contemplated

by the Agreement, specifically the conversion of the Convertible Notes in an aggregate number in excess of 19.99% of the number of shares

of the Company’s common stock, par value $0.01 per share (the “Common Stock”) on the Execution Date, are subject

to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined).

The material terms of the Agreement and the Convertible

Notes are summarized below.

Description of the Agreement

The Agreement provides that the Loan shall be

conducted through eleven (11) separate tranche closings, provided, however, that SJC has the ability, exercisable in its sole discretion,

to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement. Pursuant

to the Agreement, the initial tranche closing, which occurred on the Execution Date, consisted of the issuance of a Convertible Note to

SJC in the principal face amount of $1,060,000, for a purchase price of One Million Dollars ($1,000,000).

Pursuant to the Agreement, upon the filing by

the Company with the Securities and Exchange Commission (the “SEC”) of a registration statement (the “Registration

Statement”) registering for resale under the Securities Act of 1933, as amended (the “Securities Act”) the

shares of Comon Stock issuable upon conversion of the Convertible Notes, SJC shall be required to purchase a Convertible Note in the principal

face amount of $530,000, for a purchase price of Five Hundred Thousand Dollars ($500,000).

Pursuant to the Agreement, upon the SEC declaring

the Registration Statement effective, subject to Stockholder Approval having been obtained, SJC shall be required to purchase a Convertible

Note in the principal face amount of $530,000, for a purchase price of Five Hundred Thousand Dollars ($500,000). On each of the eight

monthly anniversaries of the date of effectiveness of the Registration Statement, subject to Stockholder Approval having been obtained,

SJC shall be required to purchase a Convertible Note in the principal face amount of $1,060,000, for a purchase price of One Million Dollars

($1,000,000).

Commencing on the Execution Date and continuing

for a period of ninety (90) days thereafter, neither the Company nor any subsidiary thereof shall issue, enter into any agreement to issue

or announce the issuance or proposed issuance of any shares of Common Stock or instruments convertible into, exercisable or exchangeable

for such shares of Common Stock, with certain exceptions.

Additionally, commencing on the Execution Date

and continuing until the earlier of (i) such date when the Convertible Notes are no longer outstanding or (ii) one (1) year thereafter,

the Company shall be prohibited from entering into a variable rate transaction.

From the Execution Date and continuing until the

date that is one (1) year therefrom, SJC shall have a right of first refusal with respect to any investment proposed to be made by any

individual or entity for each and every future public or private equity offering, including a debt instrument convertible into equity

of the Company during such period.

The Agreement contains customary representations,

warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. The representations,

warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely

for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Description of Convertible Notes

The first Convertible

Note, which was issued to SJC on the Execution Date, has a principal face amount of $1,060,000 and was issued with an original issue discount

of six percent (6%). The second through eleventh Convertible Notes will be issued as described above under “Description of the Agreement”.

The Convertible Notes accrue interest at the rate of 8% per annum, unless an event of default (as defined in the Convertible Notes) occurs,

at which time the Convertible Notes would accrue interest at 20% per annum. The Convertible Notes will mature on the first anniversary

of issuance. The Convertible Notes are convertible into shares (the “Conversion Shares”) of the Company’s Common

Stock at any time after NYSE American approval of the Supplemental Listing Application (the “SLAP”) at a conversion

price (the “Conversion Price”) equal to the greater of (i) $1.00 (the “Floor Price”), which Floor

Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of

the lowest VWAP (as defined in the Convertible Notes) of the Common Stock during the five (5) trading days immediately prior to the date

of conversion into shares of Common Stock, but not greater than $10.00 per share.

The

Company may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding

19.99% of the total shares of Common Stock issued and outstanding as of the Execution Date, in accordance with the rules and regulations

of the NYSE American (the “Exchange”) unless the Company first obtains stockholder approval (the “Stockholder

Approval”). Pursuant to the Agreement and as required by the Exchange, the Company agreed to file a proxy statement to obtain

the Stockholder Approval.

The Convertible Notes

contain standard and customary events of default including, but not limited to, failure to pay amounts due under the Convertible Notes

when required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events.

This Current Report on

Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be any offer,

solicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of such state.

The foregoing descriptions

of the Agreement, the Convertibles Notes and the transactions contemplated thereby do not purport to be complete and are qualified in

their entirety by reference to the Agreement filed as Exhibit 10.1 and the form of Convertible Notes filed as Exhibit 4.1 hereto

and are incorporated herein by reference.

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

a Registrant.

The disclosure

required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note described in this Current Report on Form 8-K

was offered and issued to SJC in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities

Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

4.1

Form of Convertible Note, issued June 12, 2026.

10.1

Securities Purchase Agreement, dated June 12, 2026, by and between Universal Safety Products, Inc. and SJC Lending LLC.

101

Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

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.

UNIVERSAL SAFETY PRODUCTS, INC.

Dated: June 12, 2026

/s/ Harvey B. Grossblatt

Harvey B. Grossblatt

President and Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2617757d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

CONVERTIBLE PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED

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

THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY

ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO

RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE

MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS CONVERTIBLE PROMISSORY NOTE SHOULD

CAREFULLY REVIEW THE TERMS OF THIS CONVERTIBLE PROMISSORY NOTE, INCLUDING SECTIONS 3(b) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED

BY THIS CONVERTIBLE PROMISSORY NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS

SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(ii) OF THIS CONVERTIBLE PROMISSORY NOTE.

UNIVERSAL SAFETY PRODUCTS, INC.

CONVERTIBLE PROMISSORY NOTE DUE JUNE 12, 2027

Issuance Date: June 12, 2026

Principal

Amount: $1,060,000

FOR VALUE RECEIVED,

Universal Safety Products, Inc., a Maryland corporation (the “Company”), hereby promises to pay to the order of

SJC Lending, LLC, or its registered assigns (“Holder”) the amount set forth above as the original principal amount

(the “Principal”) when due, whether upon June 12, 2027 (the “Maturity Date”), or upon acceleration,

prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any

outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance

Date”) until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, prepayment or

otherwise (in each case in accordance with the terms hereof). This Convertible Promissory Note (this “Note”) is issued

to the Holder as of the Issuance Date by the Company. This Note was issued with an original issuance discount of six percent (6%). Certain

capitalized terms used herein are defined in Section 20.

1.             PAYMENTS

OF PRINCIPAL.

On the Maturity Date, the

Company shall pay to the Holder an amount in cash representing all outstanding Principal and accrued and unpaid Interest on such Principal.

Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal or accrued and

unpaid Interest.

2.             INTEREST

RATE; DEFAULT RATE.

(a)           Interest

on this Note shall commence accruing on the Issuance Date at 8% per annum subject to adjustment in accordance with the terms of this Section 2

(the “Interest Rate”), shall be calculated on the basis of a 360-day year and twelve 30-day months, compounded daily,

and shall be payable by the Company to the Holder, in cash, on the Maturity Date.

(b)           From

and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 20.0%

per annum (the “Default Interest”), and shall be due and payable on the first Trading Day of each calendar month during

the continuance of such Event of Default (a “Default Interest Payment Date”). In the event that such Event of Default

is subsequently cured (and no other Event of Default then exists (including, without limitation, for the Company’s failure to pay

such Interest at the Default Rate on the applicable Default Interest Payment Date), the adjustment referred to in the preceding sentence

shall cease to be effective as of the day immediately following the date of such cure; provided that the Interest as calculated and unpaid

at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after

the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

3.             CONVERSION

OF NOTE. This Note shall be convertible into validly issued, fully paid and non-assessable shares (the “Conversion Shares”)

of Common Stock on the terms and conditions set forth in this Section 3.

(a)           Conversion

Right. At any time after the date the Company’s Supplemental Listing Application has been approved by the Principal Market,

the Holder shall be entitled at any time to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into

Conversion Shares in accordance with Section 3(b), at the Conversion Rate (as defined below). The Company shall not issue any fraction

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

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

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

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

(b)           Conversion

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

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

(i)              “Conversion

Amount” means the sum of (x) the portion of the Principal to be converted, prepaid or otherwise with respect to which this

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

(ii)             “Conversion

Price” means, as of any Conversion Date or other date of determination, the greater of (i) $1.00 per share (the “Floor

Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions

and (ii) 20% discount to the Company’s lowest VWAP on any Trading Day during the five Trading Days immediately prior to the

date of conversion into shares of Common Stock, but not greater than $10.00 per share (the “Maximum Price”), which

Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

(iii)             “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the

Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market

on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does

not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for

such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,

or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing

bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date

on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company

and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization

or other similar transaction during such period.

of Conversion.

(i)              Optional

Conversion. To convert any Conversion Amount into Conversion Shares on any date (a “Conversion Date”), the Holder

shall deliver to the Company (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time,

on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion

Notice”). If required pursuant to Section 3(c)(ii) hereof, within two Trading Days following a conversion of this

Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company

(or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11(b)).

On or before the second Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as

required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable law,

rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of such shares of Common Stock issuable

pursuant to such Conversion Notice), the Company shall (1) provided that its transfer agent is participating in the DTC Fast Automated

Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to

such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system

or (2) if its transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the

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

in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to

such conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(ii) and the outstanding Principal

of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable

and in no event later than two Trading Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its

designee) a new Note (in accordance with Section 11(d)) representing the outstanding Principal not converted. The Person or Persons

entitled to receive the Conversion Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock

on the Conversion Date.

(ii)             Registration;

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

of the Holder of the Note and the principal amount of the Note (the “Registered Note”). The entries in the Register

shall be conclusive and binding for all purposes absent manifest error. The Company and the holder or holders of the Note shall treat

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

receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. The Registered Note may, subject to Section 19

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

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

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

the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 11, provided

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

two Trading Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale

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

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

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

following conversion thereof) or (B) the Holder has provided the Company with prior written notice (which notice may be included

in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain

records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments

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

surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or

paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two Trading Days of such occurrence,

then the Register shall be automatically deemed updated to reflect such occurrence.

(d)           Limitations

on Conversions.

(i)              Beneficial

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

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

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

would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately

after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially

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

Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination

of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining,

nonconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion

of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes

or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on

conversion or exercise analogous to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i),

beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining

the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum

Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most

recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with

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

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

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

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

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

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

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

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

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

be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and

any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance

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

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

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

Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed

null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. For

purposes of clarity, the Excess Shares shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes

of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this

paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination

of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 3(d)(i) to the extent necessary to correct this paragraph (or any portion of this paragraph)

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

to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon notice to the Company,

may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(d)(i), provided that the Beneficial Ownership

Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock upon conversion of this Note and the provisions of this Section 3(d)(i) shall continue to apply.

Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

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

(ii)             Principal

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

to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which

the Company may issue upon conversion of the Note or otherwise pursuant to the terms of this Note without breaching the Company’s

obligations under the rules or regulations of the Principal Market, except that such limitation, if applicable, shall not apply in

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

issuances of shares of Common Stock in excess of such amount.

4.             RIGHTS

UPON EVENT OF DEFAULT.

(a)           Event

of Default. Each of the following events shall constitute an “Event of Default”:

(i)             the

Company’s default under this Note, including a failure to pay to the Holder any amount of Principal, Interest or other amounts

when and as due under this Note, subject to a cure period of ten (10) Trading Days;

(ii)             the

Company fails to issue Common Stock without any restrictive legend or to remove any restrictive legend on any certificate (including by

book entry) for any shares of Common Stock issued to the Holder pursuant to this Note within two (2) Trading Days after (A) receipt

by the Company of an executed Conversion Notice or (B) if the Holder has shares with a restrictive legend upon written notice to

remove such legend, in either case together with an opinion of counsel to the Holder that no restrictive legend is required; provided,

that the Company shall have two (2) Trading Days to cure any such failure, unless otherwise then prohibited by applicable federal

securities laws;

(iii)            bankruptcy,

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

the Company and, if instituted against the Company by a third party, shall not be dismissed within 30 days of their initiation;

(iv)            the

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

or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of

a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable

federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency

case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable

federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a

custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company of any substantial part of its

property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence

of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally

as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any

Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;

(v)             the

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

case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a

decree, order, judgment or other similar document adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition

seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal,

state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee,

trustee, sequestrator or other similar official of the Company of any substantial part of its property, or ordering the winding up or

liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree,

order, judgment or other similar document unstayed and in effect for a period of 30 consecutive days;

(vi)            other

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

material respect (other than representations or warranties subject to materiality limitations, which may not be breached in any respect)

or any covenant or other term or condition of this Note, except, in the case of a breach of a covenant or other term or condition that

is curable, only if such breach remains uncured for a period of ten (10) consecutive Trading Days;

(vii)           any

provision of this Note shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding

on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a

proceeding shall be commenced by the Company or any governmental authority having jurisdiction over it, seeking to establish the invalidity

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

this Note, subject to a cure period of ten (10) Trading Days; or

(viii)          the

suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on the Principal Market, the NASDAQ

Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange or the OTCQX, for a period of five

(5) consecutive Trading Days.

(b)            Notice

of an Event of Default. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within one (1) Business

Day of its discovery of such Event of Default deliver written notice thereof via electronic mail and overnight courier (with next day

delivery specified) to the Holder.

Upon the occurrence of an Event of Default and at any time thereafter, Holder may at its option: (a) declare the entire Principal

Amount, together with all accrued Interest thereon, immediately due and payable; and (b) exercise any or all of its rights, powers,

or remedies under this Note or applicable law or available in equity.

5.             ADJUSTMENTS

OF THE CONVERSION PRICE.

(a)            Adjustments

for Recapitalization. If at any time or from time to time there shall be a recapitalization of the Common Stock, provision shall be

made so that the Holder shall thereafter be entitled to receive upon conversion of the Note the number of shares of stock or other securities

or property of the Company or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such

recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5(a) with

respect to the rights of the Holder after the recapitalization to the end that the provisions of this Section 5(a) (including,

without limitation, provisions for adjustments of the Conversion Price and the number of shares of Common Stock issuable upon conversion

of the Note) shall be applicable after that event as nearly equivalent as may be practicable.

(b)            Adjustment

for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date effect a subdivision

of the outstanding Common Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased

so that the number of shares of Common Stock issuable on conversion of this Note shall be increased in proportion to such increase in

the aggregate number of shares of Common Stock outstanding. If the Company shall at any time or from time to time after the Issuance Date

combine the outstanding shares of Common Stock, the Conversion Price in effect immediately before the combination shall be proportionately

increased so that the number of shares of Common Stock issuable on conversion of the Note shall be decreased in proportion to such decrease

in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close

of business on the date the subdivision or combination becomes effective.

All calculations under this Section 5 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,

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

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

(d)             Voluntary

Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the Holder, reduce

the then current Conversion Price of the Note to any amount and for any period of time deemed appropriate by the board of directors of

the Company.

6.             NONCIRCUMVENTION.

The Company hereby covenants and agrees that neither the Company nor any Subsidiary will, by amendment of the Company’s or any Subsidiary’s

Charter Documents or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue

or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this

Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect

the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note, the Company

(a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price

then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this Note.

7.             RESERVATION

OF AUTHORIZED SHARES. So long as the Note remains outstanding, the Company shall at all times reserve at least 100% of the number

of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Note then outstanding (without regard

to any limitations on conversions and assuming such Note remains outstanding until the Maturity Date) at the Conversion Price then in

effect.

8.             PREPAYMENT.

Amounts due under this Note may be prepaid at any time without penalty.

9.             NEGATIVE

COVENANTS. For so long as Holder shall continue to hold, or has the right to purchase, at least fifty percent (50%) of the Principal

Amount of the Notes issued on pursuant to the Purchase Agreement, without the affirmative consent or approval of the Majority Holders

of the Notes, the Company shall not, whether directly or indirectly, by amendment, merger, consolidation or otherwise, and shall not permit

any Subsidiary to:

(a)            make

any action to authorize, create or issue any class or series of preferred stock;

(b)            set

aside assets for a sinking or other similar fund for the purchase, redemption, or retirement of, or redeem, purchase, retire, or otherwise

acquire any shares of the Common Stock or of any other capital stock of the Company or its Subsidiaries, whether now or hereafter outstanding;

except for the repurchase from employees of the Company, pursuant to the provisions of the Company’s Stock Option Plan, upon such

employees’ termination of employment with the Company, of shares of Common Stock issued pursuant to stock option exercises by or

underlying stock option grants to such employees pursuant to the terms of stock option agreements between the Company and such employees;

or declare, directly or indirectly, any dividend (in cash, stock, return of capital, or any other form of assets) on, or make any other

payment or distribution on account of Common Stock or of any other capital stock of the Company or its Subsidiaries;

(d)

take any action to alter the number of members of the Board of the Company or any

Subsidiary, or designate classes of directors other than as required by the federal securities laws or the rules of any

registered national securities association applicable to the Company;

(e)            take

any action to remove or replace, or in any way alter the powers of the manager of any Subsidiary;

(f)             effect

or permit, or offer or agree to effect or permit, a Liquidation or Change of Control Event with respect to the Company or any Subsidiary;

(g)            reclassify

the shares of Common Stock or any other shares or any class or series of capital stock hereafter which in any manner adversely affects

the Holder of Notes;

(h)

discontinue the businesses in which it or any Subsidiary is engaged as of the date

of the Issuance Date, or engage, or permit any Subsidiary to engage, in any business other than the businesses in which it is

engaged as of the Issuance Date or any businesses or activities substantially similar or related thereto or ancillary to the

operation thereof;

(i)             other

than investments in development of, and purchases of assets, land and improvements in the ordinary course of business of the Company and

its Subsidiaries, invest in, purchase or acquire, directly or indirectly, in one or a series of related transactions, any assets or capital

stock of any Person, wherein the aggregate purchase price or other consideration payable for such assets or capital stock shall exceed

$500,000 in any one transaction or $2,000,000, in the aggregate;

(j)             except

for issuances of stock options to key employees, directors or consultants, issue any shares of Common Stock or of any other capital stock

of the Company or its Subsidiaries or other securities convertible into or exercisable or exchangeable for shares of Common Stock or of

any other capital stock of the Company or its Subsidiaries;

(k)            except

in connection with (i) the incurrence of indebtedness in connection with any one or more issuance of Notes contemplated by the Purchase

Agreement, (ii) indebtedness existing as at the Issuance Date of this Note, or (iii) mortgage indebtedness used to finance the

acquisition, construction and development (both horizontal and vertical infrastructure and improvements) of properties in the ordinary

course of the business of the Company and its Subsidiaries, incur indebtedness for borrowed money, purchase money indebtedness or lease

obligations that would be required to be capitalized on a balance sheet prepared in accordance with GAAP, or guaranty the obligations

of any other Person, in an aggregate amount at any time outstanding in excess of $500,000 in any individual transaction or $2,000,000

in the aggregate;

(l)             assume,

guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans

or advances to any individual, firm or corporation;

(m)           permit

Liens to exist on its assets and properties, other than (i) Liens outstanding at the date hereof, or (ii) Liens represented

by mortgage indebtedness used to finance the acquisition, construction and development (both horizontal and vertical infrastructure and

improvements) of properties in the ordinary course of the business of the Company and its Subsidiaries, to secure indebtedness of the

Company or any of its Subsidiaries, in an aggregate amount at any time outstanding in excess of $500,000 in any individual transaction

or $2,000,000 in the aggregate;

(n)            enter

into or permit any Subsidiary to enter into any transaction with any of the Company’s officers, directors or employees or any Person

directly or indirectly controlled by or under common control with the Company or any of its officers, directors or employees (a “Related

Party”) including, without limitation, any transaction for the purchase, sale or exchange of property or the rendering of any

service to or by any Related Party, except for transactions entered into in the ordinary course with employees that are approved by the

Board including the unanimous approval of the independent members thereof;

(o)            except

as contemplated hereby, make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare,

set aside or pay any dividend or distribution (whether in cash, capital stock or property) with respect to its capital stock;

(p)            sell,

lease, transfer, mortgage, pledge, otherwise encumber or dispose of any of its Properties (other than sales of products to customers in

the ordinary course), waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to

it or any claims held by it;

(q)            make

any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise,

or by the purchase of any Property of any other individual, firm or corporation, other than in the ordinary and usual course of its business;

(r)             enter

into any transaction with any director, officer, stockholder or Affiliate of the Company or with any Affiliate of any director, officer,

stockholder or Affiliate of the Company, except as contemplated by this Note;

(s)            alter,

modify, or amend the Charter Documents, except as disclosed to the Holder as of the date of this Note;

(t)             materially

increase in any manner the compensation or fringe benefits of any of its directors, officers, employees, including any increase of pension

or retirement allowance, life insurance premiums or other benefit payments to any such directors, officers or employees, or commit itself

to any employment agreement or employment arrangement with or for the benefit of any officer, except as contemplated by this Note;

(u)            violate

any Legal Requirement applicable to the Company and/or its business;

(v)            issue

or sell any shares of the Company capital stock or other securities (except for shares issuable upon exercise of outstanding stock options

or under a Company equity plan approved by shareholders), or grant or enter into any option, warrant, call or commitment with respect

to any securities of the Company;

(w)           merge

or consolidate with, or purchase a substantial portion of the assets of, or by any other manner acquire or combine with any business or

any corporation, partnership, limited liability company, association or other business organization or division thereof or otherwise acquire

or agree to acquire any assets which are material to the Company, its business, financial condition or results of operations, except in

the ordinary course of business;

(x)            pay

any accrued fees or salaries to officers, directors, stockholders, or Affiliates, except fees and salaries payable in accordance with

present practices of the Company;

(y)           organize

any Subsidiaries, acquire any capital stock or other equity securities of any corporation or acquire any equity or ownership interest

in any business;

(z)            prepay

any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; or

(aa)         enter

into an agreement to do any of the things described in clauses (a) through (z) of this Section 9.

10.           AMENDING

THE TERMS OF THIS NOTE. The prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.

Any change, waiver or amendment so approved shall be binding upon all existing and future holders of this Note; provided, however, that

no such change, waiver or, as applied to the Note held by any particular holder of the Note, shall, without the written consent of that

particular holder, (i) reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend the Maturity Date,

of the Note, (ii) disproportionally and adversely affect any rights under the Note of any holder of any other portion of the Note;

or (iii) modify any of the provisions of, or impair the right of any holder of the Note under this Section 10.

11.           REISSUANCE

OF THIS NOTE.

(a)           Transfer.

If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and

deliver upon the order of the Holder a new Note (in accordance with Section 11(d)), registered as the Holder may request, representing

the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new

Note (in accordance with Section 11(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and

any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(ii) following

conversion or prepayment of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal

stated on the face of this Note.

(b)           Lost,

Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction

or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),

and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable

form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder

a new Note (in accordance with Section 11(d)) representing the outstanding Principal. The Holder shall not be required to deliver

a bond or other security.

Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office

of the Company, for a new Note or Notes (in accordance with Section 11(d) and in principal amounts of at least $1,000) representing

in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal

as is designated by the Holder at the time of such surrender.

(d)           Issuance

of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall

be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding

(or in the case of a new Note being issued pursuant to Section 11(a) or Section 11(c), the Principal designated by the

Holder which does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of a new Note), (iii) shall

have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall

have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest.

12.           CONSTRUCTION;

HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against

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

the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,

feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”

and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”

“hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which

they are found. Unless expressly indicated otherwise, all section references are to sections of this Note.

13.           FAILURE

OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

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

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

representative of the waiving party.

14.           NOTICES.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in writing with

an e-mail copy to the last address provided by the Holder or its agents in writing to the Company. The Company shall provide the Holder

with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and

the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately

upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and

(ii) at least 15 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend

or distribution upon the Common Stock, or (B) for determining rights to vote with respect to any transaction, dissolution or liquidation,

provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided

to the Holder.

15.           WAIVER

OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other

demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

16.           GOVERNING

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

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

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

of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in The City of New York, Borough of Manhattan, New York, for the adjudication of any dispute hereunder

or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing

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

shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction

to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,

or to enforce a judgment or other court ruling in favor of the Holder. THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE

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

NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

17.           SEVERABILITY.

If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of

the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

18.           MAXIMUM

PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess

of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed

the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the

Holder and thus refunded to the Company.

19.           ASSIGNMENT.

Neither this Note nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior

written consent of the other; provided, however, that this Note and/or the rights contained herein may be assigned without the Company’s

consent by the Holder to any other entity who controls, is controlled by or is under common control with the Holder.

20.           CERTAIN

DEFINITIONS. For purposes of this Note, the following words and terms shall have the following meanings:

(a)

“Affiliate” means, with respect to any person, any other

person controlling, controlled by or under common control with such person. The term “Control” as used in the

preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than 10% of the voting

rights attributable to the shares of the controlled corporation and, with respect to any person other than a corporation, the

possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

(b)            “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder

funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any

other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and

the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is

to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage, for each Conversion Notice tendered to

the Company.

Day” means any day except a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized

or obligated by law or executive order to close.

(d)            “Charter

Documents” means the Articles of Incorporation, Bylaws, Certificate of Formation or Operating Agreement of the Company or any

Subsidiary, as applicable.

(e)            “Closing

Date” shall mean the date the Company initially issued the Note.

(f)             “Common

Stock” means (i) the Company’s common stock, $0.01 par value per share, and (ii) any capital stock into which

such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(g)            “Contracts”

means any and all contracts, agreements, commitment, franchises, understandings, arrangements, leases, licenses, registrations, authorizations,

easements, servitudes, rights of way, mortgages, bonds, notes, guaranties, encumbrances, evidence of indebtedness, approvals or other

instruments or undertakings to which such person is a party or to which or by which such person or the property of such person is subject

or bound, whether written or oral and whether or not entered into in the ordinary and usual course of the Person’s business, excluding

any permits, provided that each such Contract shall provide for the payment of no less than $50,000.

(h)            “Governmental

Authority” means any nation or country (including but not limited to the United States) and any commonwealth, territory or possession

thereof and any government or governmental or regulatory, legislative, executive authority thereof, or commission, department or political

subdivision thereof, whether federal, state, regional, municipal, local or foreign, or any department, board, bureau, agency, instrumentality

or authority thereof, or any court or arbitrator (public or private), including, but not limited to, the Securities and Exchange Commission

and FINRA.

(i)             “Group”

means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

(j)             “Legal

Requirements” means any and all laws (statutory, judicial or otherwise), ordinances, regulations, judgments, orders, directives,

injunctions, writs, decrees or awards of, and any Contracts with, any Governmental Authority, in each case as and to the extent applicable

to such person or such person’s business, operations or Properties.

(k)            “Liens”

means any and all claims, liabilities and obligations and any and all liens, pledges, charges, mortgages, security interests, restrictions,

leases, licenses, easements, liabilities, claims, encumbrances, preferences, priorities or rights of others of every kind and description.

(l)             “Majority

Holders” means any Holder(s) of a majority of the then outstanding principal amount of Notes.

(m)           “Notes”

means this Note and any other notes issued or issuable pursuant to the Purchase Agreement.

(n)            “Person”

means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise

or any governmental or political subdivision or any agency, department or instrumentality thereof.

(o)            “Principal

Market” means the NYSE American, LLC.

(p)            “Properties”

means any and all properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company.

(q)            “Purchase

Agreement” means that certain Securities Purchase Agreement dated June 12, 2026 by and between the Company and Holder.

(r)             “Securities

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

(s)            “Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which

(i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers, or trustees 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 or (ii) if a limited liability company, partnership,

association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof

is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination

thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation)

if such Person or Persons shall be allocated a majority of such business entity's gains or losses or shall be or control any managing

director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries

of such Subsidiary.

(t)             “Trading

Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock,

any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for

the Common Stock, then the principal securities exchange or securities market on which the Common Stock is then traded, provided that

“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour

ending at 4:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with

respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange

(or any successor thereto) is open for trading of securities.

[signature page follows]

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed as of the Issuance Date set out above.

UNIVERSAL

SAFETY PRODUCTS, INC.

By:

Name:

Title:

EXHIBIT I

UNIVERSAL SAFETY PRODUCTS, INC.

CONVERSION NOTICE

Reference is made to the Convertible

Promissory Note (the “Note”) issued to the undersigned by Universal Safety Products, Inc., a Maryland corporation

(the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion

Amount (as defined in the Note) of the Note indicated below into shares of common stock, $0.01 par value per share (the “Common

Stock”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set

forth in the Note.

Date of Conversion:

Aggregate Principal to be converted:

Aggregate accrued and unpaid Interest to be converted:

AGGREGATE

CONVERSION AMOUNT TO BE CONVERTED:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note

is being converted to Holder, or for its benefit, as follows:

Check here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

¨            Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _____________ __,

Name of Registered Holder

By:

Name:

Title:

Tax ID:

Facsimile:

E-mail Address:

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617757d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is entered into and effective as of June 12, 2026 (the “Execution Date”),

by and between Universal Safety Products, Inc., a Maryland corporation (the “Company”) and SJC Lending, LLC, a

Delaware limited liability company (including its designees, successors and assigns, the “Purchaser”).

RECITALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser

shall purchase from the Company, from time to time as provided herein, up to Ten Million Six Hundred Thousand Dollars ($10,600,000) of

principal face amount of convertible promissory notes of the Company (“Note” or “Notes”), which

Notes are convertible into Conversion Shares (as defined herein) pursuant to the terms and conditions set forth in the Notes, the form

of which is annexed hereto as Exhibit A.

WHEREAS,

the offer, sale and issuance of the Notes provided for herein are being made without registration under the Securities Act, in reliance

upon the provisions of Section 4(a)(2) of the Securities Act and such other exemptions from the registration requirements of

the Securities Act as may be available with respect to any or all of the purchases of the Notes to be made hereunder.

NOW,

THEREFORE, in consideration of the premises, the mutual provisions of this Agreement, and other good and valuable consideration

the receipt and adequacy of which are hereby acknowledged, Company and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

In addition to the terms defined

elsewhere in this Agreement, the following terms have the meanings indicated in this Article I:

“Action”

shall have the meaning ascribed to such term in Section 3.1(s).

“Affiliate”

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

with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to Purchaser, without

limitation, any Person owning, owned by, or under common ownership with Purchaser, and any investment fund or managed account that is

managed on a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate.

“Agreement”

means this Securities Purchase Agreement including the exhibits and schedules hereto.

“Approval Date”

means the date when the Company shall have received the Exchange Approval.

“Articles of Incorporation”

means the Articles of Incorporation of the Company, as amended to date.

“Bad Actor”

shall have the meaning ascribed to such term in Section 3.1(y).

“Board of Directors”

means the board of directors of the Company.

“Bylaws”

means the Bylaws of the Company, as amended to date.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Common Stock”

means the Company’s common stock, $0.01 par value per share, and any other shares of stock issued or issuable with respect thereto

(whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with

a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event

with respect to the Common Stock).

“Common Stock Equivalents”

means any securities of the Company or any of its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,

including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible

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

“Contingent Obligation”

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

dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary

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

relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with

respect thereto.

“Contracts”

means any and all contracts, agreements, commitment, franchises, understandings, arrangements, leases, licenses, registrations, authorizations,

easements, servitudes, rights of way, mortgages, bonds, notes, guaranties, Encumbrances, evidence of indebtedness, approvals or other

instruments or undertakings to which such person is a party or to which or by which such person or the property of such person is subject

or bound, whether written or oral and whether or not entered into in the ordinary and usual course of the Person’s business, excluding

any Permits, provided that each such Contract shall provide for the payment of no less than $100,000.

“Conversion Shares”

means the shares of Common Stock into which the Notes are convertible in accordance with the terms of the Note.

“Disclosure Schedules”

means the disclosure schedules of the Company delivered concurrently herewith, attached hereto, and incorporated herein by reference.

The Disclosure Schedules shall contain no material non-public information.

“Disqualification

Event” shall have the meaning ascribed to such term in Section 3.1(y).

“DTC” means

The Depository Trust Company, or any successor performing substantially the same function for Company.

“Eighth Tranche”

has the meaning set forth in Section 2.2(a).

“Eighth Tranche Closing”

means the Closing with respect to the Eighth Tranche.

“Eighth Tranche Note”

has the meaning set forth in Section 2.1.

“Eleventh Tranche

Purchase Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Eleventh Tranche”

has the meaning set forth in Section 2.2(a).

“Eleventh Tranche

Closing” means the Closing with respect to the Eleventh Tranche.

“Eleventh Tranche

Note” has the meaning set forth in Section 2.1.

“Eleventh Tranche

Purchase Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Encumbrances”

means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional

sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected,

voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any

of the foregoing in the future.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Approval”

means approval of the Supplemental Listing Application for the issuance of Common Stock contemplated by this Agreement by the Principal

Market, which approval shall be obtained (i) in the case of the initial Conversion Shares in a number equal to the Exchange Cap and

(ii) in the case of the remaining Conversion Shares after the Company shall have obtained Stockholder Approval to issue such Conversion

Shares, in a number equal to (A) the maximum number of Conversion Shares minus (B) the number of shares equal to the Exchange

Cap.

“Exchange Cap”

means that number of shares of Common Stock or Common Stock Equivalents pursuant to this Agreement and the other Transaction Documents

to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued as well as permitted

to vote or be converted pursuant to this Agreement and such Transaction Documents would not exceed 19.99% of the Company’s outstanding

shares of Common Stock as of the date hereof.

“Exempt Issuance”

means the issuance of (i) shares of Common Stock, restricted stock units or stock options (and Common Stock issued upon exercise

of such securities) to employees, officers, consultants, advisors or directors of the Company in consideration of services to the Company

pursuant to any stock or option plan duly adopted for such purpose by all of the independent members of the Board of Directors, (ii) the

Conversion Shares issued hereunder and any Common Stock or other securities issued upon the conversion, exercise, or exchange of any Conversion

Shares issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and

outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase

the number of such securities or to decrease the exercise, exchange or conversion price of such securities, (iii) shares of Common

Stock issued upon any anti-dilution adjustment to Common Stock and Common Stock Equivalents held by current unaffiliated security holders

as of the date of this Agreement, provided that such anti-dilution adjustments are made pursuant to instruments or binding agreements

issued and outstanding or in force as of the date of this Agreement and that such instruments or agreements have not been amended since

the date of this Agreement to provide for new or additional anti-dilution rights or to increase the number of shares of Common Stock issuable

upon any required anti-dilution adjustment, (iv) securities issued pursuant to any merger, acquisition, asset purchase or similar

transaction approved by the Board of Directors or a duly authorized committee thereof, provided that any such issuance shall only be to

a Person or Persons (or to the equity holders of a Person or Persons) which is, itself or through its subsidiaries, an operating company

or an owner of an asset in a business synergistic with the business of the Company, but shall not include a transaction in which the Company

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

(v) securities issued pursuant to any purchase money equipment loan, capital leasing arrangement or debt financing from a commercial

bank or similar financial institution and (vi) shares of Common Stock or Common Stock Equivalents issuable as set forth on Schedule

I hereto.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“Fifth Tranche”

has the meaning set forth in Section 2.2(a).

“Fifth Tranche Closing”

means the Closing with respect to the Fifth Tranche.

“Fifth Tranche Note”

has the meaning set forth in Section 2.1.

“Fifth Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“FINRA”

means the Financial Industry Regulatory Authority, Inc.

“Fourth Tranche”

has the meaning set forth in Section 2.2(a).

“Fourth Tranche Closing”

means the Closing with respect to the Fourth Tranche.

“Fourth Tranche Note”

has the meaning set forth in Section 2.1.

“Fourth Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“GAAP”

means United States generally accepted accounting principles applied on a consistent basis during the periods involved.

“Governmental Authority”

means any nation or country (including but not limited to the United States) and any commonwealth, territory or possession thereof and

any government or governmental or regulatory, legislative, executive authority thereof, or commission, department or political subdivision

thereof, whether federal, state, regional, municipal, local or foreign, or any department, board, bureau, agency, instrumentality or authority

thereof, or any court or arbitrator (public or private), including, but not limited to, the SEC and FINRA.

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(v).

“Initial Note”

means the Note to be issued at the Initial Tranche Closing.

“Initial Tranche”

shall have the meaning set forth in Section 2.2(a).

“Initial Tranche

Closing” means the Closing with respect to the Initial Tranche.

“Initial Tranche

Closing Date” means the date of the Initial Tranche Closing.

“Initial Tranche

Purchase Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Issuer Covered Person”

shall have the meaning ascribed to such term in Section 3.1(y).

“Knowledge”

means, with respect to any Person, (x) such Person is actually aware of such fact or matter or (y) such Person should reasonably

have been expected to discover or otherwise become aware of such fact or matter after reasonable investigation, and for purposes hereof

it shall be assumed that such Person has conducted a reasonable investigation of the accuracy of the representations and warranties set

forth herein.

“Legal Requirement”

means any federal, state, local, municipal, foreign, multi-national or other law, common law, statute, constitutions, ordinances, rules,

regulations, codes, Orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered, or applied by

any Governmental Authority.

“Legend Removal Date”

shall have the meaning ascribed to such term in Section 3.2(g).

“Liability”

means any liability, obligation or indebtedness of whatever kind or nature (whether known or unknown, whether asserted or unasserted,

whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including

any liability for Taxes.

“Liens”

means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional

sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected,

voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any

of the foregoing in the future.

“Loss”

or “Losses” means any and all Liability, damages, fines, fees, penalties and expenses whether or not arising out of

litigation, including without limitation, interest, reasonable expenses of investigation, court costs, reasonable out-of-pocket fees and

expenses of attorneys, accountants and other experts or other reasonable out-of-pocket expenses of litigation or other legal proceedings,

incurred in connection with the rightful enforcement of rights under this Agreement against any party hereto, and whether or not arising

out of third party claims against an indemnified party.

“Material Adverse

Effect” means any material adverse effect on (i) the legality, validity or enforceability of any Transaction Document,

(ii) the results of operations, assets, business, prospects or financial condition of the Company and the Subsidiaries, taken as

a whole, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction

Document.

“Material Agreement”

means any material loan agreement, financing agreement, equity investment agreement or securities instrument to which Company is a party,

any agreement or instrument to which Company and Purchaser or any Affiliate of the Purchaser is a party, and any other material agreement

listed, or required to be listed, on any of Company’s reports filed or required to be filed with the SEC, including without limitation

Forms 10-K, 10-Q and 8-K.

“Maximum Investment”

means Ten Million Dollars ($10,000,000).

“Money Laundering

Laws” shall have the meaning ascribed to such term in Section 3.1(ee).

“Ninth Tranche”

has the meaning set forth in Section 2.2(a).

“Ninth Tranche Closing”

means the Closing with respect to the Ninth Tranche.

“Ninth Tranche Note”

has the meaning set forth in Section 2.1.

“Ninth Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“OFAC”

shall have the meaning ascribed to such term in Section 3.1(cc).

“Off-balance Sheet

Arrangement” shall have the meaning ascribed to such term in Section 3.1(ll).

“Officer’s

Certificate” has the meaning set forth in the Section 2.2(b)(i) hereof.

“Order”

means any order, writ, assessment, decision, injunction, decree, ruling, or judgment of a Governmental Authority or arbitrator, whether

temporary, preliminary, or permanent.

“Permits”

means any and all permits, rights, approvals, licenses, authorizations, legal status, orders or Contracts under any Legal Requirement

or otherwise granted by any Governmental Authority.

“Permitted Liens”

means the individual and collective reference to the following: (a) Liens for Taxes, assessments and other governmental charges or

levies not yet due or Liens for Taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate

proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established in accordance

with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as carriers’,

warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course

of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the value of such

property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated Subsidiaries

or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable

future the forfeiture or sale of the property or asset subject to such Lien; (c) pledges and deposits made in the ordinary course

of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; and

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance

bonds and other obligations of a like nature that are not past due, in each case in the ordinary course of business, but excluding any

contract for the payment of money.

“Person”

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

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

“Principal Market”

means the NYSE American, LLC.

“Principal Market

Rules” means the rules and regulations of the Principal Market.

“Properties”

means any and all properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company.

“Registration Statement”

has the meaning set forth in Section 4.13.

“Required Approvals”

means the Stockholder Approval, Exchange Approval and any other approvals that may be required hereunder.

“Rule 144”

means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any

similar rule or regulation hereafter adopted by the SEC having substantially the same effect.

“SEC” means

the United States Securities and Exchange Commission.

“SEC Documents”

has the meaning set forth in Section 3.1(g).

“Second Tranche Note”

has the meaning set forth in Section 2.1.

“Second Tranche Closing”

means the Closing with respect to the Second Tranche.

“Second Tranche Closing

Date” means the date of the Second Tranche Closing.

“Second Tranche Purchase

Price” means Five Hundred Thousand Dollars ($500,000), payable by the Purchaser in cash.

“Secretary’s

Certificate” has the meaning set forth in Section 2.2(b)(ii) hereof.

“Securities Act”

means the Securities Act of 1933, as amended.

“Seventh Tranche”

has the meaning set forth in Section 2.2(a).

“Seventh Tranche

Closing” means the Closing with respect to the Seventh Tranche.

“Seventh Tranche

Note” has the meaning set forth in Section 2.1.

“Seventh Tranche

Purchase Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Short Sales”

means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include

the location and/or reservation of borrowable shares of Common Stock).

“Sixth Tranche”

has the meaning set forth in Section 2.2(a).

“Sixth Tranche Closing”

means the Closing with respect to the Sixth Tranche.

“Sixth Tranche Note”

has the meaning set forth in Section 2.1.

“Sixth Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Stockholder Approval”

means such approval as may be required by the applicable rules and regulations of the Principal Market Rules (or the applicable

rules and regulations of any successor entity) from the stockholders of the Company with respect to the transactions contemplated

by this Agreement and the other Transaction Documents, including the issuance of all of the Conversion Shares in excess of 19.99% of the

issued and outstanding Common Stock on the Initial Tranche Closing Date.

“Subscription Amount”

means, as to the Purchaser, the aggregate amount to be paid for the Notes purchased hereunder as specified below the Purchaser’s

name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars

and in immediately available funds, consisting of the aggregate amount of all Tranche Purchase Prices.

“Subsequent Note”

means the Notes to be issued at each Subsequent Tranche Closing.

“Subsequent Tranche”

shall have the meaning set forth in Section 2.2(a).

“Subsequent Tranche

Closing” means each of Second Tranche Closing, Third Tranche Closing, Fourth Tranche Closing, Fifth Tranche Closing, Sixth Tranche

Closing, Seventh Tranche Closing, Eighth Tranche Closing, Ninth Tranche Closing, Tenth Tranche Closing and Eleventh Tranche, as applicable.

“Subsidiary”

means any Person the Company owns or controls, or in which the Company, directly or indirectly, owns a majority of the capital stock or

similar interest that would be disclosable pursuant to Regulation S-K, Item 601(b)(21).

“Tax” means

any and all taxes, charges, fees, levies or other assessments, including, without limitation, local and/or foreign income, net worth,

gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs

duties, share capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal

property, sales, use, service, service use, transfer, registration, recording, ad-valorem, value-added, alternative or add-on minimum,

estimated, or other taxes, assessments or charges of any kind whatsoever, including any interest, penalty, or addition thereto, whether

disputed or not.

“Tax Return”

means any federal, state, local and foreign tax return, report or similar statement required to be filed with respect to any Tax (including

any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated

Tax.

“Taxing Authority”

means the Internal Revenue Service and any other Governmental Authority responsible for the administration of any Tax.

“Tenth Tranche”

has the meaning set forth in Section 2.2(a).

“Tenth Tranche Closing”

means the Closing with respect to the Tenth Tranche.

“Tenth Tranche Note”

has the meaning set forth in Section 2.1.

“Tenth Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Third Tranche”

has the meaning set forth in Section 2.2(a).

“Third Tranche Closing”

means the Closing with respect to the Third Tranche.

“Third Tranche Closing

Date” means the date of the Third Tranche Closing.

“Third Tranche Purchase

Price” means One Million Dollars ($1,000,000), payable by the Purchaser in cash.

“Trading Day”

means any day on which the Common Stock is traded on the Trading Market; provided that it shall not include any day on which the Common

Stock is (a) scheduled to trade for less than 5 hours, or (b) suspended from trading.

“Trading Market”

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

NYSE American, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, OTCQB,

OTCQX, or the OTC Pink (or any successors to any of the foregoing). Notwithstanding the foregoing, the term “Trading Market”

shall only include the OTC Pink for any interim period of time required upon the Company’s delisting from any other Trading Market

provided that the Company shall be required to list its Common Stock for trading or quotation on another Trading Market (excluding the

OTC Pink) promptly upon such delisting and the failure to do so shall constitute a default under the terms of this Agreement and the other

Transaction Documents.

“Tranche”

has the meaning set forth in Section 2.1.

“Tranche Closing”

has the meaning set forth in Section 2.2(a).

“Tranche Payment

Dates” shall mean any date on which a Tranche Payment Price is paid by the Purchaser to the Company, which Tranche Payment Dates

are set forth in Section 2.2.

“Tranche Purchase

Prices” means, collectively, the Initial Tranche Purchase Price, the Second Tranche Purchase Price, the Third Tranche Purchase

Price, the Fourth Tranche Purchase Price, the Fifth Tranche Purchase Price, the Sixth Tranche Purchase Price, the Seventh Tranche Purchase

Price, the Eighth Tranche Purchase Price, the Ninth Tranche Purchase Price, the Tenth Tranche Purchase Price and the Eleventh Tranche

Purchase Price.

“Transaction Documents”

means this Agreement, the Notes, and the other agreements and documents referenced herein, and the exhibits and schedules hereto and thereto.

“Transfer Agent”

means Computershare Trust Company, N.A. or any successor transfer agent for the Common Stock.

“Variable

Rate Transaction” has the meaning set forth in Section 4.6(b).

“VWAP”

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

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

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

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for

trading on a Trading Market and if prices for the Common Stock are then reported on the OTC Pink Marketplace maintained by OTC Markets

Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing price per share

of the Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an

independent appraiser selected in good faith by the Purchaser of a majority in interest of the Conversion Shares then outstanding and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

ARTICLE II

PURCHASE AND SALE

2.1          Agreement

to Purchase. Subject to the terms and conditions herein and the satisfaction of the conditions to closing set forth in this Article II,

the Company hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to purchase from the Company: (a) a Note in the

principal face amount of $1,060,000 (the “Initial Note”) on the Initial Tranche Closing Date, (b) a Note in the

principal face amount of $530,000 five days after filing of the Registration Statement (the “Second Tranche Note”),

(d) a Note in the principal face amount of $1,060,000 one month after the Effectiveness Date (the “Fourth Tranche Note”),

(e) a Note in the principal face amount of $1,060,000 two months after the Effectiveness Date (the “Fifth Tranche Note”),

(f) a Note in the principal face amount of $1,060,000 three months after the Effectiveness Date (the “Sixth Tranche Note”),

(g) a Note in the principal face amount of $1,060,000 four months after the Effectiveness Date (the “Seventh Tranche Note”),

(h) a Note in the principal face amount of $1,060,000 five months after the Effectiveness Date (the “Eighth Tranche Note”),

(i) a Note in the principal face amount of $1,060,000 six months after the Effectiveness Date (the “Ninth Tranche Note”),

(j) a Note in the principal face amount of $1,060,000 seven months after the Effectiveness Date (the “Tenth Tranche Note”)

and (k) a Note in the principal face amount of $1,060,000 eight months after the Effectiveness Date (the “Eleventh Tranche

Note”) (each, a “Tranche”) in accordance with Section 2.2 below and, in consideration for the Notes,

the Purchaser agrees to furnish to the Company at each Closing the applicable Tranche Purchase Price, provided that, in the aggregate,

the Purchaser shall not pay more than the Maximum Investment.

2.2           Closing;

Conditions to Closing; Mechanics of Closing.

(a)           Closing.

The purchase of Notes hereunder shall occur in ten (10) Tranche closings, representing the Initial Tranche Closing, the Second Tranche

Closing, the Third Tranche Closing, the Fourth Tranche Closing, the Fifth Tranche Closing, the Sixth Tranche Closing, the Seventh Tranche

Closing, the Eighth Tranche Closing, the Ninth Tranche Closing, the Tenth Tranche Closing and the Eleventh Tranche Closing, in the amounts

set forth in Section 2.1 (each, a “Tranche Closing”) which shall occur when, with respect to (i) the

Initial Tranche Closing, the conditions set forth in Section 2.2(b) and Section 2.2(c) have been satisfied or waived

(the “Initial Tranche”), (ii) the Second Tranche Closing, the conditions set forth in Section 2.2(b) and

Section 2.2(d) have been satisfied or waived (the “Second Tranche”), (iii) the Third Tranche Closing,

the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied or waived (the “Third Tranche”),

(iv) the Fourth Tranche Closing, the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied

or waived (the “Fourth Tranche”), (v) the Fifth Tranche Closing, the conditions set forth in Section 2.2(b) and

Section 2.2(d) have been satisfied or waived (the “Fifth Tranche”), (vi) the Sixth Tranche Closing,

the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied or waived (the “Sixth Tranche”),

(vii) the Seventh Tranche Closing, the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied

or waived (the “Seventh Tranche”), (viii) the Eighth Tranche Closing, the conditions set forth in Section 2.2(b) and

Section 2.2(d) have been satisfied or waived (the “Eighth Tranche”), (ix) the Ninth Tranche Closing,

the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied or waived (the “Ninth Tranche”),

(x) the Tenth Tranche Closing, the conditions set forth in Section 2.2(b) and Section 2.2(d) have been satisfied

or waived (the “Tenth Tranche”), and (xi) the Eleventh Tranche Closing, the conditions set forth in Section 2.2(b) and

Section 2.2(d) have been satisfied or waived (the “Eleventh Tranche,” and together with the Second Tranche,

Third Tranche, Fourth Tranche, Fifth Tranche, Sixth Tranche, Seventh Tranche, Eighth Trance and Ninth Trance, the “Subsequent

Tranches”). The date on which a Tranche Closing occurs is referred to herein as a “Tranche Closing Date.”

(b)           Purchaser

Conditions to Closing. The obligations of the Purchaser hereunder in connection with each Tranche Closing, and, with the exception

of Section 2.2(b)(ii) and (iii) below, with respect to each Subsequent Tranche Closing, are subject to the following conditions

being satisfied or waived:

(i)             each

and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Tranche

Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which

shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants,

agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Tranche Closing

Date, including, without limitation the issuance of all Conversion Shares prior to the date of such Tranche Closing as required by this

Section 2.2 and the Transaction Documents and the Company has a sufficient number of duly authorized Conversion Shares reserved for

issuance as may be required to fulfill its obligations pursuant to the Transaction Documents and Purchaser shall have received a certificate,

executed by the Chief Executive Officer of the Company, dated as of the applicable Tranche Closing Date, to the foregoing effect and as

to such other matters as may be reasonably requested by Purchaser in the form acceptable to Purchaser (the “Officer’s

Certificate”);

(ii)            the

Company shall have delivered to Purchaser a certificate, in the form previously provided to the Company by the Purchaser, executed by

the Secretary of the Company and dated as of the applicable Tranche Closing Date, as to (A) the resolutions as adopted by the Board

of Directors authorizing the entering into the Transaction Documents and the transactions envisioned thereby, which resolutions shall

have remained in full force and effect, (B) the Certificate of Incorporation of the Company (reflecting the filed Certificate) and

(D) the Bylaws of the Company as in effect at the applicable Closing (the “Secretary’s Certificate”);

(iii)           the

Company shall have delivered to Purchaser a certificate evidencing the formation and good standing of the Company in its jurisdiction

of formation issued by the Secretary of State of such jurisdiction of formation as of a date within ten (10) days of the applicable

Tranche Closing Date;

(iv)           as

of the applicable Tranche Closing Date, trading in the Common Stock shall be listed on the Principal Market and shall not have been suspended

by the SEC or the Principal Market and, at any time prior to the applicable Tranche Closing Date, trading in securities generally as reported

by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades

are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States

or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international

calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable

judgment of the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase

the Notes at the Closing;

(v)            neither

the Company nor any Significant Subsidiary, as such term is defined in Rule 1-02(w) of Regulation S-X for purposes of this definition,

shall have suffered a Material Adverse Effect;

(vi)          the

average VWAP (as defined in the Convertible Note) of the Common Stock during the prior Three (3) Trading Days preceding each Tranche

Closing, as reported by NYSE.com, shall have been equal to or greater than the Floor Price (as defined in the Convertible Note), provided,

that in the event that this Section 2.2(b)(vi) shall not have been met as of the applicable Tranche Closing Date, the Purchaser

shall make the applicable Tranche Purchase Price within Two (2) Trading Days of the condition set forth in this Section 2.2(b)(vi) having

been met;

(vii)          the

average daily trading volume of the Common Stock during the preceding month shall have been no fewer than 25,000 shares of Common Stock,

provided, that in the event that this Section 2.2(b)(vii) shall not have been met as of the applicable Tranche Closing Date,

the Purchaser shall make the applicable Tranche Purchase Price within Two (2) Trading Days of the condition set forth in this Section 2.2(b)(vii) having

been met;

(viii)         the

Company shall not be exposed to any additional regulatory enforcement action beyond those disclosed in the SEC Documents; and

(ix)            any

other conditions contained herein or the other Transaction Documents.

Conditions to the Initial Tranche Closing. The obligations of the Purchaser hereunder in connection with the Initial Tranche Closing

are subject to the conditions set forth in Section 2.2(b) (other than 2.2(b)(ii) and (iii)) and Section 2.2(e) being

satisfied or waived and to the following conditions being satisfied or waived:

(i)             there

shall have been no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with

the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; and

(ii)            the

Company shall have delivered the Company Initial Closing Documents to the Purchaser.

(d)            Purchaser

Conditions to the Subsequent Tranche Closings. The obligations of the Purchaser hereunder in connection with the Subsequent Tranche

Closing are subject to the conditions set forth in Section 2.2(b) and Section 2.2(e) being satisfied or waived and

to the following conditions being satisfied or waived:

(i)             the

Company shall have delivered the Company Subsequent Closing Documents to the Purchaser;

(ii)            solely

with respect to the Second Tranche, the Company shall have filed the Registration Statement with the SEC;

(iii)           the

Company shall have caused the Registration Statement to have been declared effective by the SEC, the Registration Statement shall be in

effect at the time of the Second Tranche Closing and available for the issuance of and resale of the Conversion Shares issuable through

the Tenth Tranche Closing and the date that all Conversion Shares have been sold by the Purchaser, and the Registration Statement shall

not be subject to any stop order suspending the effectiveness of the Registration Statement; and

(iv)           the

Company shall have obtained Stockholder Approval (unless the Subsequent Notes may be issued without exceeding the Exchange Cap) and thereafter

Exchange Approval.

(e)            Company

Conditions to Closing. The obligations of the Company hereunder in connection with each Closing are subject to the following conditions

being satisfied or waived:

(i)             the

accuracy in all material respects as of each Tranche Closing Date of the representations and warranties of the Purchaser contained herein

(unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)            all

obligations, covenants and agreements of the Purchaser required by this Agreement to be performed at or prior to each Tranche Closing

Date shall have been performed;

(iii)           the

delivery by the Purchaser of the applicable Tranche Purchase Price; and

(iv)           the

delivery by the Purchaser of the Purchaser Closing Documents.

(f)             Purchaser’s

Right to Accelerate Payments. Notwithstanding the foregoing dates set forth above applicable to the various Tranche Purchase Prices,

the Purchaser shall have the ability, exercisable in its sole and absolute discretion, to purchase any principal amount of Notes in advance

of the foregoing dates.

(g)            Reserved.

(h)            Documents

to be Delivered at the Initial Tranche Closing by the Company. The Initial Tranche Closing shall be conditioned upon the delivery

by the Company to Purchaser of each of the following (the “Company Initial Closing Documents”) on or before

the Initial Tranche Closing Date:

(i)             this

Agreement, duly executed by the Company;

(ii)            the

Initial Tranche Note, duly executed by the Company;

(iii)           the

Officer’s Certificate, executed by an officer of the Company;

(iv)           the

Secretary’s Certificate, executed by the Corporate Secretary of the Company;

(v)            a

Certificate of Good Standing of the Company from the Secretary of State of the State of Maryland;

(vi)           the

written confirmation by the Company to the Purchaser that the applicable Required Approvals, if any (for the avoidance of doubt, evidence

of neither the Exchange Approval nor the Stockholder Approval shall be required to be delivered by the Company to the Purchaser with respect

to the Initial Tranche Closing) have been obtained; and

(vii)          all

documents, instruments and other writings required to be delivered by the Company to Purchaser on or before the applicable Initial Tranche

Closing Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein.

(i)             Documents

to be Delivered at each Subsequent Tranche Closing by the Company. Each Subsequent Tranche Closing shall be conditioned upon the delivery

by the Company to Purchaser of each of the following (the “Company Subsequent Closing Documents”) on or before

the applicable Tranche Closing Date:

(i)             the

Officer’s Certificate, executed by an officer of the Company;

(ii)            the

Secretary’s Certificate, executed by the Corporate Secretary of the Company;

(iii)           a

Certificate of Good Standing of the Company from the Secretary of State of the State of Maryland; notwithstanding the foregoing, once

the Company has delivered to the Purchaser evidence that the Certificate of Good Standing for a particular fiscal year is valid, this

Section 2.2(i)(iii) shall no longer apply;

(iv)           delivery

of the Subsequent Note purchased in the Subsequent Tranche Closing shall have been delivered to Purchaser;

(v)            the

written confirmation by the Company to the Purchaser that any applicable Required Approvals have been obtained (for the avoidance of doubt,

evidence of the Exchange Approval and the Stockholder Approval shall be required to be delivered by the Company to the Purchaser with

respect to any Tranche Closing where, upon closing of such Tranche, the total cumulative number of Conversion Shares issuable upon conversion

of all Notes then issued under this Agreement would exceed the Exchange Cap); notwithstanding the foregoing, once the Company has delivered

to the Purchaser evidence that Exchange Approval and Stockholder Approval for the Maximum Investment has been obtained, this Section 2.2(i)(v) shall

no longer apply;

(vi)           solely

with respect to the Second Tranche, the written confirmation by the Company to the Purchaser that the Registration Statement shall have

been filed with the SEC;

(vii)          solely

with respect to the Third Tranche through the Tenth Tranche, the written confirmation by the Company to the Purchaser that the Registration

Statement shall have been declared effective by the SEC and remains effective; and

(viii)         all

documents, instruments and other writings required to be delivered by the Company to Purchaser on or before the applicable Subsequent

Tranche Closing Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein.

(j)             Documents

to be Delivered at the Initial Tranche Closing Date by the Purchaser. The Initial Tranche Closing Date shall be conditioned upon the

delivery, unless otherwise provided below, by Purchaser to the Company of each of the following (the “Purchaser Closing

Documents”) on or before the Initial Tranche Closing Date:

(i)             this

Agreement, duly executed by the Purchaser; and

(ii)            the

Initial Tranche Note.

(k)            Mechanics

of Closing. Subject to such conditions set forth in this Agreement, each Tranche Closing shall occur by 5:00 p.m. Eastern time,

on the dates set forth in Section 2.1, at the offices of the Company or electronically by the exchange of PDF copies of documents.

On or before any Tranche Closing Date, the Purchaser shall deliver to the Company the amount of the applicable Tranche Purchase Price

for such Tranche, with any cash portion to be delivered in cash or immediately available funds as consideration for the purchase of the

Notes pursuant to wire instructions delivered to the Purchaser by the Company, provided, however, that the Company acknowledges and agrees

that the Initial Tranche Purchase Price may be delivered no later than the first Business Day after the Initial Tranche Closing

Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1          Representations

and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure Schedules, which shall be deemed

a part hereof and which shall not contain any material non-public information, the Company hereby represents and warrants to, and as applicable

covenants with, the Purchaser as of the date hereof and as of each Tranche Closing:

(a)            Organization

and Qualification. The Company and each of the direct and indirect subsidiaries of the Company listed on Schedule 3.1(a) (the

“Subsidiaries”) is an entity duly organized, validly existing and in good standing under the laws of its state

of incorporation or formation. The Company and each of its Subsidiaries is duly qualified to do business, and is in good standing in the

states required due to (i) the ownership or lease of real or personal property for use in the operation of the Company’s business

or (ii) the nature of the business conducted by the Company, except where the failure to so qualify would not, individually or in

the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries has all requisite power, right and authority to

own, operate and lease its properties and assets, to carry on its business as now conducted, to execute, deliver and perform its obligations

under this Agreement and the other Transaction Documents to which it is a party, and to carry out the transactions contemplated hereby

and thereby, subject to the Required Approvals. All actions on the part of the Company and its officers and directors necessary for the

authorization, execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions

contemplated hereby and thereby, and the performance of all of the Company’s obligations under this Agreement and the other Transaction

Documents have been taken or will be taken prior to the Closing. This Agreement has been, and the other Transaction Documents to which

the Company is a party on each Tranche Closing will be, duly executed and delivered by the Company, and this Agreement is, and each of

the other Transaction Documents to which it is a party on each Tranche Closing will be, a legal, valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium

and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability

of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a

proceeding in equity or law). All of the Subsidiaries and the Company’s ownership interests therein are set forth on Schedule

3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear

of any Liens except Permitted Liens, and subject to the Required Approvals, and all of the issued and outstanding shares of capital stock

of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or

purchase securities.

(b)          Authority.

The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other

Transaction Documents and to issue the Notes and Conversion Shares in accordance with the terms hereof and thereof. The execution and

delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby,

including, without limitation, the issuance of the Conversion Shares, have been duly authorized by the Board of Directors and no further

filing (other than a Form D with the SEC and any other filings as may be required by any state securities agencies, the Form 8-K

(as hereinafter defined) and the applicable Stockholder Approval and application regarding the listing of additional shares), consent,

or authorization is required by the Company, the Board of Directors or the Company’s stockholders. This Agreement and the other

Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of

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

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

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

to contribution may be limited by federal or state securities laws.

The capitalization of the Company is as set forth in Schedule 3.1(c). As of the date hereof, the Company has reserved from its

duly authorized capital stock 10,000,000 shares of Common Stock for issuance as Conversion Shares. All of such outstanding shares are

duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in

SEC Documents and/or in Schedule 3.1(c), hereof: (i) none of the Company’s or any Subsidiary’s share capital is

subject to preemptive rights or any other similar rights or any liens or Encumbrances suffered or permitted by the Company or any subsidiary;

(ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of the Company or any of

its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may

become bound to issue additional share capital of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable

for, any share capital of the Company or any of its Subsidiaries; (iii) except for all debt securities, notes, credit agreements,

credit facilities or other agreements, documents or instruments set forth on Schedule 3.1(c), there are no outstanding debt securities,

notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any

of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) other than with respect to the

current indebtedness of the Company or any of its Subsidiaries, there are no financing statements securing obligations in any amounts

filed in connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company

or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (vi) there are

no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions,

and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become

bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution

or similar provisions that will be triggered by the issuance of the Conversion Shares; (viii) neither the Company nor any Subsidiary

has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither

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

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

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

(d)          Consents.

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

(other than the Form 8-K, Stockholder Approval and the applicable Supplemental Listing Application and receipt of Exchange Approval)

or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to

execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance

with the terms hereof or thereof. All consents, authorizations, orders, filings (other than the Form 8-K and the applicable notification

regarding the listing of additional shares) and registrations which the Company or any of its subsidiaries is required to obtain pursuant

to the preceding sentence have been obtained or effected on or prior to the applicable Tranche Closing Date, including Exchange Approval,

and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might prevent the Company or any of its

Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. As

of the date of this Agreement, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any

facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

(e)          Conflicts;

Non-Contravention; No Violations. The execution, delivery and performance of the Transaction Documents by the Company and the consummation

by the Company of the transactions contemplated hereby and thereby will not (A) result in a violation of the Articles of Incorporation

or articles of incorporation or other organizational documents of any of its Subsidiaries, any share capital of the Company or any of

its Subsidiaries or Bylaws or the bylaws of any of its Subsidiaries, (B) conflict with, or constitute a default (or an event which

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

or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (C) result

in a violation of any law, rule, regulation, order, judgment or decree, including foreign, federal and state securities laws and regulations

and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries or by which any property

or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (B) or (C) above, to the

extent such violations that could not reasonably be expected to have a Material Adverse Effect.

(f)          Taxes

Related to the Conversion Shares. On each date the Company issues Conversion Shares to the Purchaser, all share transfer or other

taxes (other than income or similar taxes) which are required to be paid in connection with the issuance of the Conversion Shares hereunder

on such date will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have

been complied with.

(g)          SEC

Documents; Financial Statements. The Company has, during the preceding 12 months, filed with the SEC all reports and other materials

required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (all of the foregoing filed prior to the date

hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference

therein being hereinafter referred to as the “SEC Documents”). As of their respective dates, the SEC Documents

complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated

thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue

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

therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements

of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and

the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements

have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except

(i) as may be otherwise indicated in such or subsequent financial statements or the notes thereto, or (ii) in the case of unaudited

interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material

respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods

then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually

or in the aggregate). There is no event, pending event or threatened event that could result in the Company not filing with the SEC all

reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, in compliance in

all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable

to such filings.

(h)           No

Material Non-Public Information. The Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser

or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information

concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the

Transaction Documents. The Company understands and confirms that the Purchaser will rely on the foregoing representations in effecting

transactions in securities of the Company. To the knowledge of the Company after reasonable inquiry, all disclosures provided to the Purchaser

regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this

Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not

contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,

in the light of the circumstances under which they were made, not misleading.

(i)            Valid

Issuance of Conversion Shares. The issuance of the Notes and Conversion Shares have been duly authorized and, the Conversion Shares

upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free and clear

of all liens, Encumbrances and rights of refusal of any kind, subject to Stockholder Approval and Exchange Approval.

(j)            Certain

Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any of its Subsidiaries to any broker,

financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated

by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or

on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated

by the Transaction Documents.

(k)           Acknowledgement

of Dilution. The Company acknowledges and agrees that (i) the issuance of the Conversion Shares pursuant to this Agreement may

have a dilutive effect, which may be substantial, (ii) neither the Company nor any of the Company’s Affiliates has or will

provide the Purchaser with any material non-public information regarding the Company or its securities, and (iii) the Purchaser has

no obligation of confidentiality to the Company and may sell any of its Conversion Shares issued pursuant to this Agreement at any time

but subject to compliance with applicable laws and regulations.

(l)            Status

of the Purchaser. The Company acknowledges and agrees that with respect to this Agreement and the transactions contemplated hereby,

(i) the Purchaser is acting solely in an arm’s length capacity, (ii) the Purchaser does not make and has not made any

representations or warranties, other than those specifically set forth in this Agreement, (iii) except as set forth in this Agreement,

the Company’s obligations hereunder are unconditional and absolute and not subject to any right of set off, counterclaim, delay

or reduction, regardless of any claim the Company may have against the Purchaser, (iv) the Purchaser has not and is not acting as

a legal, financial, accounting or tax advisor to the Company, or agent or fiduciary of the Company, or in any similar capacity, and (v) any

statement made by the Purchaser or any of the Purchaser’s representatives, agents or attorneys is not advice or a recommendation

to the Company.

(m)          Listing

and Maintenance Requirements; Principal Market Regulation.

(i)          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 its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has

the Company received any notification that the SEC is contemplating terminating such registration. Except as disclosed in SEC Documents,

the Company has not, in the twelve (12) months preceding the date hereof, received notice from any Principal Market on which the Common

Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements

of such Principal Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance

with all such listing and maintenance requirements.

(ii)          The

Company shall not issue any shares of Common Stock pursuant to the Notes to the extent that after giving effect thereto, the aggregate

number of shares of Common Stock that would be issued pursuant to the Notes would exceed the Exchange Cap, unless and until the Company

obtains Stockholder Approval of the transactions contemplated by the Notes and the stockholders of the Company as well as, subsequently,

the Principal Market have in fact approved the transactions contemplated by the Notes in accordance with the applicable rules and

regulations of the applicable Principal Market, and the Articles of Incorporation and Bylaws. The Company shall use commercially reasonable

efforts to file a preliminary proxy statement on Schedule 14A (the “PRE 14A”) with the SEC within thirty (30)

days following the Initial Tranche Closing for a special meeting of its stockholders (or its annual meeting of its stockholders) in order

to obtain all necessary approvals of the sale and issuance of the remaining Conversion Shares not subject to the Exchange Cap consistent

with the rules and regulations of the Principal Market, including but not limited to Section 713(a) of the NYSE American

LLC Company Guide. In addition, the PRE 14A shall include the unanimous recommendation of the Board of Directors that such proposal be

approved, and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management

proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor of such proposal including,

if requested by the Purchaser, the retention and utilization of a nationally known proxy solicitation firm. The Company shall use its

reasonable best efforts to: (i) promptly clear any comments received by the SEC on the PRE 14A and thereafter file a definitive proxy

statement on Schedule 14A related to the meeting of its stockholders, and (ii) obtain such Stockholder Approval. If the Company does

not obtain Stockholder Approval at the first such meeting, and in any event within 90 days of the Execution Date, the Company shall call

a meeting every three (3) months thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval

is obtained or the Notes are no longer outstanding.

(n)           Shell

Company Status. The Company is not an issuer identified in, or subject to, Rule 144(i) under the Securities Act.

(o)           SEC

and NYSE Matters. The Company’s Common Stock is listed on the Principal Market (or traded on other exchange or market reasonably

acceptable to the Purchaser). No suspension of trading of the Company’s Common Stock is in effect.

(p)           DTC

Eligibility. The Company, through its Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (“FAST”)

Program and utilizes DTC’s Deposit/Withdrawal at Custodian (“DWAC”) service, and the shares of Common Stock may

be issued and transferred electronically to third parties via DTC’s DWAC service. The Company has not, in the 12 months preceding

the date of this Agreement, received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits

of the shares of Common Stock, or electronic trading or settlement services with respect to the shares of Common Stock are being imposed

or are contemplated by DTC.

(q)           No

Anti-Takeover Provisions. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, interested stockholder, business combination, or other similar antitakeover provision under the Certificate

of Incorporation, Bylaws or other organizational documents of the Company, as currently in effect, or the laws of the jurisdiction of

its incorporation or otherwise which is or could become applicable as a result of the transactions contemplated by this Agreement, including,

without limitation, the Company’s issuance of the Notes and Conversion Shares hereunder and the Purchaser’s ownership of such

Notes and Conversion Shares, together with all other securities now or hereafter owned or acquired by the Purchaser. The Company and the

Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement

relating to accumulations of beneficial ownership of Conversion Shares or a change in control of the Company or any of its Subsidiaries.

Until the earlier of the time that the Purchaser no longer beneficially owns any Conversion Shares, the Board of Directors shall not adopt

any anti-takeover provision, including without limitation any stockholder rights plan or similar arrangement relating to accumulations

of beneficial ownership of Common Stock, that would limit the ability of Purchaser to acquire or hold Notes or Conversion Shares in accordance

with this Agreement, without the Purchaser’s written consent.

(r)            Blue

Sky Matters. The Company shall take such action as the Purchaser shall reasonably determine is necessary in order to qualify the Conversion

Shares issuable to the Purchaser hereunder under applicable securities or “blue sky” laws of the states of the United States

for the issuance to the Purchaser hereunder and for resale by the Purchaser to the public (or to obtain an exemption from such qualification).

Without limiting any other obligation of the Company hereunder, the Company shall timely make all filings and reports relating to the

offer and issuance of such Conversion Shares required under all applicable securities laws (including, without limitation, all applicable

federal securities laws and all applicable state securities or “blue sky” laws), and the Company shall comply with all applicable

federal, state, local and foreign laws, statutes, rules, regulations and the like relating to the offering and issuance of such Conversion

Shares to the Purchaser.

(s)           Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of the Company, threatened

against or affecting the Company, any Subsidiary or any of their respective properties except as set forth in Schedule 3.1(s),

or against or affecting the Company’s current or former officers or directors in their capacity as such, before or by any court,

arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an

“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of

the Transaction Documents or the Conversion Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected

to result in a Material Adverse Effect, and neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been

the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of

fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the

SEC involving the Company or any current or former director or officer of the Company that is likely to lead to action that can reasonably

be expected to result in a Material Adverse Effect. There has not been, and to the Knowledge of the Company, there is currently no pending

or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC

has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act.

(t)          No

Defaults. The Company is not in default under, or has given to others any rights of termination, amendment, acceleration or cancellation

of, any material agreement, indenture or instrument (which the Company would be required to file pursuant to Item 601(a) of Regulation

S-K promulgated under the Securities Act) to which the Company or any of its Subsidiaries is a party.

(u)          Tax

Matters.

(i)          All

Tax Returns required to be filed by or on behalf of the Company have been duly and timely filed with the appropriate Taxing Authority

in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which

to make such filings), and all such Tax Returns are true, complete and correct in all material respects. All Taxes payable by or on behalf

of the Company (whether or not shown on any Tax Return) have been fully and timely paid. With respect to any period for which Tax Returns

have not yet been filed or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes in

the Company’s financial statements and in its books and records. All required estimated Tax payments sufficient to avoid any underpayment

penalties or interest have been made by or on behalf of the Company. The Company has complied in all material respects with all applicable

Legal Requirements relating to the payment and withholding of Taxes in connection with amounts paid or owing to any employee, independent

contractor, creditor, equity owner or other third party and has duly and timely withheld and paid over to the appropriate Taxing Authority

all amounts required to be so withheld and paid under all applicable Legal Requirements.

(ii)          The

Company has not (i) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed,

(ii) granted any extension for the assessment or collection of Taxes, which Taxes have not since been paid, or (iii) granted

to any Person any power of attorney that is currently in force with respect to any Tax matter. The Company is not a foreign person within

the meaning of Sections 7701(a)(1) and 7701(a)(5) of the Code. The Company has never been a shareholder of any consolidated,

combined, affiliated or unitary group of corporations for any Tax purposes. The Company is not a party to any Tax allocation or Tax sharing

agreement nor does it have any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6(a) (or any predecessor

or successor thereof of any analogous or similar provision under Legal Requirement), as a transferee or successor, by contract, or otherwise.

(iii)          The

Company has not made any payments, is not obligated to make any payments, or is not a party to any agreement that obligates it to make

any payments that are not deductible under Section 280G of the Code. The Company has not been a United States real property holding

corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(a)(ii) of

the Code.

(v)           Indebtedness

and Other Contracts. Except as set forth on Schedule 3.1(v), neither the Company nor any of its Subsidiaries (i) has any

outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or

default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material

Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any

Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect,

or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment

of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”

of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or

assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance

with generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (C) all

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

evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition

of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,

or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even

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

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

accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness

referred to in clauses (A) through (F) above secured by (or for which the holder of such indebtedness has an existing right,

contingent or otherwise, to be secured by) any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or

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

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

Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above.

(w)          Absence

of Certain Changes. Other than as disclosed in the SEC Documents, since the date of the Company’s most recent audited financial

statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business,

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

or any of its Subsidiaries. Except as disclosed in the SEC Documents, since the date of the Company’s most recent audited financial

statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends,

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

expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries

has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership,

liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective

creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor

to do so. The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions

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

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

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

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

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

incur debts that would be beyond their ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged

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

or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged

as such business is now conducted and is proposed to be conducted.

(x)            No

Undisclosed Events, Liabilities, Developments or Circumstances. Since March 31, 2026, except as set forth in the SEC Documents:

(i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material

Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables

and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to

be reflected in the Company’s financial statements pursuant to GAAP or disclosed in the SEC Documents, (iii) the Company has

not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property

to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the

Company has not issued any equity securities to any officer, director or Affiliate. The Company does not have pending before the SEC any

request for confidential treatment of information. Except for the issuance of the Notes and Conversion Shares contemplated by this Agreement

and the intended dividend, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably

expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets

or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation

is made or deemed made that has not been publicly disclosed at least two Trading Days prior to the date that this representation is made.

(y)           No

Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other

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

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

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

is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under

the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or

(d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

(z)            General

Solicitation. None of the Company, any of its Affiliates or any person acting on behalf of the Company or such Affiliate will solicit

any offer to buy or offer or sell the Conversion Shares by means of any form of general solicitation or general advertising within the

meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine

or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any

general solicitation or general advertising.

(aa)         Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been

waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company

or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit

agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not

such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other

governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority,

including without limitation all foreign, federal, state and local laws relating to ERISA, taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be

expected to result in a Material Adverse Effect.

(bb)         Regulatory

Permits. The Company and the Subsidiaries possess all approvals, certificates, authorizations and Permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Documents,

except where the failure to possess such Permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(cc)         Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s Knowledge, any director, officer, agent,

employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department (“OFAC”).

(dd)         Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material

respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of

1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company

or any Subsidiary, threatened.

(ee)         No

Integrated Transaction. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Conversion

Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration

of any such securities under the Securities Act, or (ii) any applicable Stockholder Approval provisions of the Principal Market on

which any of the securities of the Company are listed or designated.

(ff)         Sarbanes-Oxley;

Internal Accounting Controls. Except as set forth in the SEC Documents, the Company and the Subsidiaries are in material compliance

with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable

rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Initial Tranche Closing

Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that,

except as set forth in the SEC Documents: (i) transactions are executed in accordance with management’s general or specific

authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP

and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific

authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences. Except as set forth in the SEC Documents, the Company and the Subsidiaries have established

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries

and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports

it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s

rules and forms.

(gg)         Disclosure.

All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their respective

businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken together as a whole,

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated

by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a

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

light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Purchaser

neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically

set forth herein.

(hh)         Foreign

Corrupt Practices. Neither the Company nor any Subsidiary, nor to the Knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment

to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

(ii)          Accountants

and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between

the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any

fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of

the Transaction Documents.

(jj)           Material

Agreements. Except for the Transaction Documents (with respect to clause (i) only) or as set forth on Schedule 3.1(kk)

hereto, or as would not be reasonably likely to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries have

performed all obligations required to be performed by them to date under any Material Agreement, (ii) neither the Company nor any

of its Subsidiaries has received any notice of default under any Material Agreement and, (iii) to the best of the Company’s

Knowledge, neither the Company nor any of its Subsidiaries is in default under any Material Agreement now in effect.

(kk)          Promotional

Stock Activities. Neither the Company, its officers, its directors, nor any Affiliates or agents of the Company have engaged in any

stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the SEC alleging (i) a violation

of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting provisions, (iii) improper

“gun-jumping”, or (iv) promotion without proper disclosure of compensation.

(ll)            No

“Off-balance Sheet Arrangements.” Neither the Company nor any of its Affiliates is involved in any Off-balance

Sheet Arrangements. For purposes hereof an “Off-balance Sheet Arrangement” means any transaction or contract to which

an entity unconsolidated with the Company or any of its Affiliates is a party and under which either the Company or any such Affiliate

has: (i) any obligation under a guarantee contract pursuant to which the Company or any of its Affiliates could be required to make

payments to the guaranteed party, including any standby letter of credit, market value guarantee, performance guarantee, indemnification

agreement, keep-well or other support agreement; (ii) any retained or contingent interest in assets transferred to such unconsolidated

entity that serves as credit, liquidity or market risk support to the entity in respect of such assets; (iii) any variable interest

held in such unconsolidated entity where such entity provides financing, liquidity, market risk or credit risk support to, or engages

in leasing, hedging or research and development services with the Company of any of its Affiliates; and (iv) any liability or obligation

of the same nature as those described in clauses (i) through (iii) of this sentence even if of a different name (whether absolute,

accrued, contingent or otherwise) that would not be required to be reflected in the Company or any of its Affiliates’ financial

statements.

(mm)        Full

Disclosure. No representation or warranty by the Company in this Agreement and no statement contained in the Disclosure Schedules

to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains

any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light

of the circumstances in which they are made, not misleading.

(nn)         Survival.

The foregoing representations and warranties shall not survive the applicable Tranche Closing Date.

(oo)         No

Other Representations or Warranties. Except for the representations and warranties made by the Company in this Section 3.1, neither

the Company nor any other Person makes any representation or warranty with respect to the Company or its Affiliates or Subsidiaries or

their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery

or disclosure to the Purchaser or any of its Affiliates or representatives of any documentation, forecasts or other information with respect

to any one or more of the foregoing. Except for the representations and warranties contained in this Section 3.1, the Company hereby

disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated,

or furnished (orally or in writing) to the Purchaser or any of its Affiliates or representatives (including any opinion, information,

projection, or advice that may have been or may be provided to the Purchaser or by any director, officer, employee, agent, consultant,

or representative of the Company or any of its Affiliates). The Company makes no representations or warranties to the Purchaser or any

of its Affiliates or representatives regarding the probable success or profitability of the Company.

3.2           Representations

and Warranties of the Purchaser. The Purchaser hereby represents and warrants to, and as applicable covenants with, the Company as

of the date hereof and as of each Tranche Closing:

(a)            Authority.

The Purchaser has all necessary company power and authority to execute and deliver the Transaction Documents, to perform its obligations

hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction

Documents by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized

by its managing member, and no other company proceedings on the part of the Purchaser are necessary to authorize this Agreement or to

consummate the transactions contemplated hereby. This Agreement and the Transaction Documents have been duly validly executed and delivered

by the Purchaser and, assuming due authorization, execution and delivery by the Company, constitute a legally valid and binding obligation

of the Purchaser, each enforceable against the Purchaser in accordance with its terms (except as such enforceability may be limited by

applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors’ rights

generally and subject to the effect of general principles of equity, whether considered in a proceeding in equity or at law).

(b)            No

Conflict. None of the execution, delivery or performance of the Transaction Documents by the Purchaser, the consummation by the Purchaser

of the transactions contemplated by this Agreement, or compliance by the Purchaser with any of the provisions of this Agreement will (with

or without notice or lapse of time, or both): (a) conflict with or violate any provision of the organizational or governing documents

of the Purchaser, or (b) assuming that all consents, approvals, authorizations and permits described in Section 3.1(d) have

been obtained and all filings and notifications described in Section 3.1(d) have been made and any waiting periods thereunder

have terminated or expired, conflict with or violate any law applicable to the Purchaser, except, with respect to clause (b), for any

such conflicts, violations, consents, breaches, losses, defaults, other occurrences which, individually or in the aggregate, have not

had a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

in the Form 8-K and Registration Statement. The information supplied by the Purchaser in writing expressly for inclusion or incorporation

by reference in the Form 8-K, the Registration Statement, and any amendment thereof, will not, on the date submitted to the Company,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements made therein, in light of the circumstances under which they are made, not misleading; provided, that such information

shall only consist the name, address and other information that is required to be provided in the Form 8-K and Registration Statement

for purposes of identifying the Purchaser.

(d)            No

Litigation. There are no actions, suits, arbitrations, mediations, proceedings or claims pending or, to the knowledge of the Purchaser,

threatened against Purchaser that seeks to restrain or enjoin the consummation of the transactions contemplated hereby.

(e)            Securities

Act Representations.

(i)             Restricted

Shares. The Purchaser represents that it understands that except as provided herein, the Notes and the Conversion Shares to be sold

to it pursuant to this Agreement will not be registered pursuant to the registration requirements of the Securities Act and that the resale

of such Notes and Conversion Shares is subject to certain restrictions hereunder and under federal and state securities laws. The Purchaser

represents that it is acquiring such Notes and Conversion Shares for its own account, not as a nominee or agent, and not with a view to

the distribution thereof in violation of applicable securities laws. The Purchaser further represents that it has been advised and understands

that to the extent such Notes and Conversion Shares have not been registered under the Securities Act, such Notes and Conversion Shares

must be held indefinitely unless (i) the resale of such Notes and Conversion Shares has been registered under the Securities Act,

(ii) a sale of such Notes and Conversion Shares is made in conformity with the holding period, volume and other limitations of Rule 144

promulgated by the SEC under the Securities Act, or (iii) in the opinion of counsel reasonably acceptable to the Company, some other

exemption from registration is available with respect to any proposed sale, transfer or other disposition of such Notes and Conversion

Shares.

(ii)            Legend.

The Purchaser represents that it has been advised and understands that, subject to applicable securities laws, stop transfer instructions

will be given to the Company’s Transfer Agent with respect to the Notes and Conversion Shares and that a legend, substantially in

the form provided for in Section 3.2(f) hereof, setting forth the restrictions on transfer will be set forth on the certificates

for the Notes and Conversion Shares or any substitutions therefor.

(iii)           Accredited

Investor. The Purchaser is an “accredited investor” (as such term is defined in Regulation D under the Securities Act).

(iv)           Affiliate

Status. As of the date of this Agreement and during the 90 calendar days prior to the date of this Agreement, neither the Purchaser

nor any Affiliate thereof is or was an officer, director, or 10% or more stockholder of the Company.

(v)            Certain

Fees. The Purchaser represents that it has not paid, and shall not pay, any commissions or other remuneration, directly or indirectly,

to any third party for the solicitation of any transaction contemplated by this Agreement and no additional consideration from the Purchaser

was received or will be received by the Company for the Notes and Conversion Shares.

(vi)           Absence

of Reliance. Purchaser understands and acknowledges that the issuance and transfer to it of the Notes and Conversion Shares has not

been reviewed by the SEC or any state securities regulatory authority because such transaction is intended to be exempt from the registration

requirements of the Securities Act, and applicable state securities laws. Purchaser understands that the Company is relying upon the truth

and accuracy of, and Purchaser’s compliance with, the representations, warranties, acknowledgments and understandings of Purchaser

set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Conversion

Shares.

(vii)          Status

of Purchaser. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits

and risks of Purchaser’s investment in the Company through Purchaser’s acquisition of the Notes and Conversion Shares. The

Purchaser is able to bear the economic risk of its investment in the Company through Purchaser’s acquisition of the Notes and Conversion

Shares for an indefinite period of time. The Purchaser can afford a complete loss of such investment and has no need for liquidity in

such investment. Purchaser acknowledges that it has prior investment experience and that it recognizes and fully understands the highly

speculative nature of Purchaser’s investment in the Company pursuant to its acquisition of the Notes and Conversion Shares. The

Purchaser acknowledges that it, either alone or together with its professional advisors, has the capacity to protect its own interests

in connection with the transactions contemplated hereby.

(viii)         No

General Solicitation. The Purchaser represents and warrants that it was not induced to invest in the Company (pursuant to the issuance

to it of the Notes and Conversion Shares) by any form of general solicitation or general advertising, including, but not limited to, the

following: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including

via the Internet) or broadcast over the news or radio or (b) any seminar or meeting whose attendees were invited by any general solicitation

or advertising.

(ix)            No

Short Sales. Purchaser agrees that neither it nor its Affiliates, agents or representatives shall at any time engage in any Short

Sales of, or sell put options or similar instruments with respect to, the Common Stock or any other of the Company’s securities.

(x)            Acknowledgement

of Receipt of Information. The Purchaser has had an opportunity to ask questions and receive answers and materials, and to discuss

the business of the Company and its Subsidiaries and related matters, with certain key officers of the Company and its Subsidiaries regarding

the transactions contemplated hereby. The Purchaser hereby acknowledges and agrees that other than the Company’s representations

and warranties set forth in Section 3.1 hereof, neither the Company nor any of its representatives makes or has made any representation

or warranty, express or implied, at law or in equity, with respect to the business of the Company or any Subsidiary thereof nor with respect

to the Conversion Shares.

(f)             The

Purchaser understands and agrees that the certificates for

(i)

the Notes shall bear substantially the following legend:

“NEITHER

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

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED

BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE

PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE

OF THIS CONVERTIBLE PROMISSORY NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS CONVERTIBLE PROMISSORY NOTE, INCLUDING SECTIONS 3(b) HEREOF.

THE PRINCIPAL AMOUNT REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF

MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(ii) OF THIS CONVERTIBLE PROMISSORY NOTE.”

(ii)            the

Conversion Shares shall bear substantially the following legend:

“NEITHER

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

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED

BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”

(g)           Certificates

evidencing Notes or Conversion Shares shall not be required to contain the legend set forth in Section 3.2(f) above or any other

legend (i) while a registration statement covering the resale of such Notes or Conversion Shares is effective under the Securities

Act, (ii) following any sale of such Notes or Conversion Shares pursuant to Rule 144 (assuming the transferor is not an affiliate

of the Company), (iii) if such Notes or Conversion Shares are eligible to be sold, assigned or transferred under Rule 144 (provided

that the Purchaser provides the Company with reasonable assurances that such Conversion Shares are eligible for sale, assignment or transfer

under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a sale, assignment

or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion of counsel, in a

generally acceptable form, to the effect that such sale, assignment or transfer of the Notes or Conversion Shares may be made without

registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements

of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). The

Company agrees that following such time as such legend is no longer required under this Section 3.2(g), it will, no later than 9:00

AM (New York City time) the next Trading Day following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate

representing Conversion Shares issued with a restrictive legend (such Trading Day, the “Legend Removal Date”), instruct

the Transfer Agent to deliver or cause to be delivered to the Purchaser a certificate representing such shares of Common Stock that is

free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer

Agent that enlarge the restrictions on transfer set forth in this Article III. Certificates for the Conversion Shares that are subject

to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s

prime broker with the Depository Trust Company System as directed by the Purchaser.

(h)            If

a legend is not required pursuant to the foregoing, the Company shall no later than three (3) Trading Days following the delivery

by the Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Notes or

Conversion Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance

and/or transfer, if applicable), together with any other deliveries from the Purchaser as may be required above in this Section 3.2(h),

as directed by the Purchaser, either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities

Transfer Program, credit the aggregate number of Conversion Shares to which the Purchaser shall be entitled to the Purchaser’s or

its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian system or (B) if the Transfer Agent

is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the

Purchaser, a certificate representing such Conversion Shares that is free from all restrictive and other legends, registered in the name

of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees, fees of legal counsel to the Company or

DTC fees with respect to any issuance of Conversion Shares or the removal of any legends with respect to any Conversion Shares in accordance

herewith.

(i)             The

Purchaser understands that neither the SEC nor any state securities commission has approved the Notes or Conversion Shares or passed upon

or endorsed the merits of the Transaction. There is no government or other insurance covering any of the Notes or Conversion Shares.

(j)             The

Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like

relating to this Agreement or the transactions contemplated hereby.

(k)            The

Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”)

has such knowledge and experience in legal, financial and business matters as to be capable of evaluating the merits and risks of a prospective

investment in the Notes and Conversion Shares. The Purchaser has not been organized solely for the purpose of acquiring the Notes and

Conversion Shares. The Purchaser is not relying on the Company or any of its employees, agents, or advisors with respect to the legal,

tax, economic and related considerations of an investment in Notes and Conversion Shares, and the Purchaser has relied on the advice of,

or has consulted with, only its own Advisors.

(l)             No

oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any, in

connection with the transactions contemplated by this Agreement that are in any way inconsistent with the information contained herein.

(m)           The

Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial

matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has so evaluated

the merits and risks of such investment. The Purchaser has not authorized any person or entity to act as its Purchaser Representative

(as that term is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the transactions

contemplated by this Agreement. The Purchaser is able to bear the economic risk of an investment in the Conversion Shares and, at the

present time, is able to afford a complete loss of such investment.

ARTICLE IV

COVENANTS

4.1           Transfer

Restrictions.

(a)           The

Notes and Conversion Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer

of Notes and Conversion Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate

of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof

to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance

of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such

transferred Notes or Conversion Shares under the Securities Act. As a condition of such transfer, any such transferee shall agree in writing

to be bound by the terms of this Agreement and the other applicable Transaction Documents and shall have the rights and obligations of

the Purchaser under this Agreement.

(b)           The

Company acknowledges and agrees that, the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Notes or Conversion Shares to a financial institution that is an “accredited

investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement

and the other applicable Transaction Documents and, if required under the terms of such arrangement, the Purchaser may transfer pledged

or secured Notes or Conversion Shares into the name of the pledgees or secured parties, in their respective capacities as such. Such a

pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party

or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s

expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Notes or Conversion Shares

may reasonably request in connection with a pledge or transfer of the Notes or Conversion Shares.

lieu of delivering physical certificates representing the unlegended shares, upon request of the Purchaser, so long as the certificates

therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon and

provided it is commercially reasonable for the Company to do so, the Company shall cause its transfer agent to electronically transmit

the unlegended shares by crediting the account of Purchaser’s prime broker with the Depository Trust Company through its DWAC system,

provided that the Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian

system and such Conversion Shares are Conversion Shares. Such delivery must be made on or before the Legend Removal Date.

(d)            In

the event the Purchaser shall request delivery of unlegended shares and the Company is required to deliver such unlegended shares, the

Company may not refuse to deliver unlegended shares based on any claim that the Purchaser or anyone associated or affiliated with the

Purchaser has not complied with Purchaser’s obligations under the Transaction Documents, or for any other reason, unless, an injunction

or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such unlegended shares shall have been

sought and obtained by the Company and the Company has posted a surety bond for the benefit of the Purchaser in the amount of the greater

of (i) 100% of the amount of the aggregate stated value of the Conversion Shares which is subject to the injunction or temporary

restraining order, or (ii) the VWAP of the Common Stock on the Trading Day before the issue date of the injunction multiplied by

the number of unlegended shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation

of the dispute and the proceeds of which shall be payable to the Purchaser to the extent Purchaser obtains judgment in Purchaser’s

favor.

4.2           Furnishing

of Information. For as long as the Purchaser owns Notes, the Company covenants to timely file (or obtain extensions in respect thereof

and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange

Act. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer

as to whether it has complied with the preceding sentence. For as long as the Purchaser owns Notes, if the Company is not required to

file reports pursuant to such laws, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such

information as is required for the Purchaser to sell the Conversion Shares under Rule 144. The Company further covenants that it

will take such further action as any holder of Notes may reasonably request, all to the extent required from time to time to enable such

Person to sell such Conversion Shares without registration under the Securities Act within the limitation of the exemptions provided by

Rule 144.

4.3           Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2

of the Securities Act) that would be integrated with the offer or sale of the Notes in a manner that would require the registration under

the Securities Act of the sale of the Notes to Purchaser or that would be integrated with the offer or sale of the Notes for purposes

of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other

transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4           Securities

Laws Disclosure; Publicity. The Company shall timely file a Current Report on Form 8-K (the “Form 8-K”)

as required by this Agreement, and may issue a press release, in each case reasonably acceptable to Purchaser, disclosing the material

terms of the transactions contemplated hereby. The Company and Purchaser shall consult with each other in issuing any press releases with

respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall issue any such press release or otherwise

make any such public statement without the prior consent of the Company, with respect to any such press release of Purchaser, or without

the prior consent of Purchaser, with respect to any such press release of the Company, which consent shall not unreasonably be withheld

or delayed, except if such disclosure is required by law or Principal Market Rules, in which case the disclosing party shall promptly

provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall

not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the SEC or any regulatory agency

or Principal Market, without the prior written consent of the Purchaser, except (i) as contained in the Form 8-K and press release

described above, (ii) as required by federal securities law in connection with any registration statement under which the securities

are registered, (iii) to the extent such disclosure is required by law or Principal Market Rules, in which case the Company shall

provide Purchaser with prior notice of such disclosure, or (iv) to the extent such disclosure is required in any SEC Document filed

by the Company.

4.5           Right

of First Refusal. From the Execution Date until the date that is one (1) year from the Execution Date, without the affirmative

consent or approval of the Purchaser, the Company grants the Purchaser the right of first refusal with respect to any investment proposed

to be made by any individual or entity for each and every future public or private equity offering, including a debt instrument convertible

into equity of the Company during such period (an “Offering”). The Company shall notify the Purchaser of its intention

to pursue any such Offering, including the material terms thereof, by providing written notice thereof to the Purchaser. If the Purchaser

fails to accept in writing any such proposal for such Offering within three (3) days after receipt of a written notice in accordance

with this Section 4.5 from the Company, then the Purchaser will have no claim or right with respect to any such Offering contained

in any such notice. The Purchaser shall have five (5) days thereafter to close upon that financing transaction. If, thereafter, such

proposal is modified in any material respect, the Company will adopt the same procedure as with respect to the original proposed Offering

and the Purchaser shall have the right of first refusal with respect to such revised proposal.

4.6            Subsequent

Equity Sales.

(a)            From

the date hereof until 90 days after the Execution Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to

issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, except for Exempt Issuances.

(b)           From

the date hereof until the earlier of (i) such date when the Notes are no longer outstanding or (ii) one (1) year after

the Execution Date (the “Prohibition Period”), the Company shall be prohibited from effecting or entering into

an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction absent the prior written consent of the Purchaser. “Variable Rate Transaction”

means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable

or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise

price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common

Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price

that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of

specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters

into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market

offering” whereby the Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement

have actually been issued and regardless of whether such agreement is subsequently canceled. The Purchaser shall be entitled to obtain

injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance; notwithstanding the

foregoing, in the event that the Company becomes eligible to file a “shelf” registration statement on Form S-3 for a

primary offering during the Prohibition Period, the Company shall be permitted to file such Form S-3 and, upon effectiveness, use

it for one or more “at-the-market” offerings.

4.7            Stockholders

Rights Plan; Investment Company. No claim will be made or enforced by the Company or, to the Knowledge of the Company, any other Person

that Purchaser is an “Acquiring Person” under any stockholders rights plan or similar plan or arrangement in effect or hereafter

adopted by the Company, or that Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Notes under the Transaction Documents or under any other agreement between the Company and Purchaser. The Company shall conduct its business

in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

4.8            Non-Public

Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Purchaser or

its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto

Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. On and after the date hereof,

other than as described herein, neither Purchaser nor any Affiliate of Purchaser shall have any duty of trust or confidence that is owed

directly, indirectly, or derivatively, to the Company or the stockholders of the Company, or to any other Person who is the source of

material non-public information regarding the Company. The Company understands and confirms that Purchaser shall be relying on the foregoing

in effecting transactions in securities of the Company.

4.9            Protective

Provisions. Without limiting the foregoing, as long as any Notes are outstanding, the Company shall not, without the prior written

consent of the Purchaser, (i) alter or change adversely the powers, preferences or rights given to the Notes or alter or amend this

Agreement, (ii) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of

the holders of Notes, (iii) whether or not prohibited by the terms of the Notes, circumvent a right or preference of the Notes, or

(v) enter into any agreement with respect to any of the foregoing.

4.10          Certain

Limitations. Notwithstanding anything contained in any Transaction Document to the contrary, the parties covenant and agree that the

Purchaser shall not convert any Notes, sell any Conversion Shares to the extent it would exceed the Exchange Cap, unless and until the

Company obtains Exchange Approval and Stockholder Approval of the Transaction in accordance with the Principal Market Rules. The Purchaser

further covenants and agrees not to vote any of its Conversion Shares at the meeting of the stockholders held for the purpose of obtaining

such Stockholder Approval.

4.11          Approval

by Holders of Capital Stock. The Company will seek the approval of the Company’s stockholders for the Conversion Shares for

the sole purpose of meeting the requirements of Principal Market Rules, specifically Rule 713 of the NYSE American LLC Company Guide

promulgated by the Principal Market, and thereafter seek the Required Approval. Until such Required Approval has been obtained, the Purchaser

will convert its Notes into Conversion Shares, subject to the Exchange Cap.

4.12         Certain

Transactions. The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding

with it will execute any Short Sales of the Common Stock or hedging transaction, which establishes a net short position with respect to

the Company’s Common Stock) during the period commencing with the execution of this Agreement and ending on the date of the full

conversion of the Notes.

4.13         Registration

Statement. The Company shall use commercially reasonable efforts to file a resale registration statement on Form S-1 (the “Registration

Statement”) with the SEC within thirty (30) days following the Initial Tranche Closing Date (“Filing Deadline”)

registering for resale the Conversion Shares. The Company agrees, subject to SEC rules and regulations, to use commercially reasonable

efforts to register such number of Conversion Shares equal to 100% of the maximum number of Conversion Shares issuable based upon the

Floor Price (as defined in the Note) assuming the Maximum Investment, including any such shares issuable with respect to accrued but unpaid

interest. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under

the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date,

and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act. For the purposes hereof,

“Effectiveness Date” means, with respect to the Registration Statement required to be filed hereunder, sixty (60) calendar

days following the Filing Deadline (or, in the event of a full review by the SEC, seventy-five (75) calendar days following the Effective

Date); provided, however, that in the event the Company is notified by the SEC that the above Registration Statement will not be reviewed

or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the second (2nd)

Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided,

further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding

Trading Day.

4.14         Maintenance

of Registration Statement. For so long as any of the Notes or Conversion Shares remain outstanding, the Company shall use its best

efforts to maintain the effectiveness of the Registration Statement for the sale thereunder of the Conversion Shares. The Company shall

promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement

for this purpose. If at any time following the date hereof the Registration Statement is not effective or is not otherwise available for

the issuance of the Notes or Conversion Shares or any prospectus contained therein is not available for use, the Company shall immediately

notify the Purchaser in writing that the Registration Statement is not then effective or a prospectus contained therein is not available

for use and thereafter shall promptly notify the Purchaser when the Registration Statement is effective again and available for the issuance

of the Notes or Conversion Shares or such prospectus is again available for use.

4.15         Primary

Market Compliance. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the parties shall

use commercially reasonable efforts to comply with the rules of the Principal Market, including the listing requirements, and as

long as the Common Stock remains listed on the Principal Market the parties shall not enforce any provision of any Transaction Document

which does not comply with the rules of the Principal Market.

4.16         Reservation

of Shares. The Company shall reserve 10,000,000 shares of its authorized and unissued Common Stock, solely for the purpose of issuing

the Conversion Shares.

4.17         Listing.

The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion Shares upon each

trading market and national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or

designated for quotation (as the case may be) (so that all such Conversion Shares may be traded on the foregoing, subject to official

notice of issuance) and shall maintain such listing or designation for quotation (as the case may be) of all Conversion Shares from time

to time issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system. The

Company shall maintain the Common Stock’s listing or designation for quotation (as the case may be) on the Principal Market, the

New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (each, an “Eligible

Market”). The Company shall not take any action which could be reasonably expected to result in the delisting or suspension

of the Common Stock on the Principal Market or any Eligible Market. The Company shall pay all fees and expenses in connection with satisfying

its obligations under this Section 4.17.

4.18         Intentionally

Omitted.

4.19         Conduct

of Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental

entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

4.20         Passive

Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not be deemed

to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986,

as amended.

4.21         Notice

of Disqualification Events. The Company will notify the Purchaser in writing, prior to any Tranche Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Issuer Covered Person not otherwise disclosed herein.

4.22         Indemnification

of Purchaser. Subject to the provisions of this Section 4.22, the Company will indemnify and hold the Purchaser and its officers,

managers, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such

titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15

of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, managers, stockholders, agents, members,

partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any the Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against, or any subpoena directed to, the Purchaser Parties in

any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser

Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of

the Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings

the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or

any conduct by the Purchaser Party which constitutes fraud, gross negligence or willful misconduct). If any action shall be brought against

any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify

the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after

a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion

of counsel retained to represent such Purchaser Party, a material conflict on any material issue between the position of the Company and

the position of the Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than

one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (x) for any settlement by the

Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (y) to

the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any

of the representations, warranties, covenants or agreements made by the Purchaser Party in this Agreement or in the other Transaction

Documents or such Purchaser Party’s fraud, gross negligence or willful misconduct. The indemnification required by this Section 4.22

shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received

or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party

against the Company or others and any liabilities the Company may be subject to pursuant to applicable law.

ARTICLE V

TERMINATION

5.1           Termination.

(a)           The

Purchaser may elect to terminate this Agreement upon the occurrence of any of the following:

(i)          if

at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other

proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any Subsidiary

of the Company;

(ii)           the

Company is in breach or default of any Material Agreement, which breach or default could reasonably be expected to have a Material Adverse

Effect; or

(iii)          the

Company is in breach or default of this Agreement, any Transaction Document, or any agreement with any Purchaser or any Affiliate of the

Purchaser, which breach or default could reasonably be expected to have a Material Adverse Effect.

(b)           The

Company may elect to terminate this Agreement in the event that the Purchaser is in breach or default of this Agreement, any Transaction

Document, or any agreement with the Company or any Affiliate of the Company, which breach or default could reasonably be expected to have

a Material Adverse Effect.

ARTICLE VI

MISCELLANEOUS

6.1            Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of any Note, the

Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently

with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares.

6.2            Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses

of its Advisors, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, DTC fees, stamp taxes

and other similar taxes and duties levied in connection with the delivery of any Conversion Shares to the Purchaser in addition to paying

the cost of any counsel or other expenses incurred in rendering Rule 144 opinions of counsel for the benefit of the Purchaser upon

request. The Company has agreed to pay $30,000 to the Purchaser’s legal counsel.

6.3            Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4            Notices.

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

unless otherwise specified herein, shall be (i) personally served, (ii) delivered by reputable air courier service with charges

prepaid, or (iii) transmitted by email, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by email, at the address or number designated below (if delivered on a Trading Day during normal

business hours where such notice is to be received), or the first Trading Day following such delivery (if delivered other than on a Trading

Day during normal business hours where such notice is to be received) or (b) on the second Trading Day following the date of express

courier service, fully prepaid, addressed to such address, or upon actual receipt of such delivery, whichever shall first occur. The addresses

for such communications shall be: (i) if to the Company, to: Universal Safety Products, Inc., 11407 Cronhill Drive, Suite A,

Owings Mills, Maryland 21117, Attn: Harvey Grossblatt, email: __________, and (ii) if to the Purchaser, to: the address and email

address indicated on the signature pages hereto.

6.5            Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the party against whom enforcement of any

such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall

be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition

or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise

of any such right.

6.6            Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

6.7            Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser. The

Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Conversion

Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Conversion Shares, by the provisions

of the Transaction Documents that apply to the “Purchasers.”

6.8            No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth herein.

6.9            Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably

waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof

via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices

to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party

shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action,

suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred

with the investigation, preparation and prosecution of such action or proceeding.

6.10          Survival.

The representations and warranties contained herein shall not survive the applicable Tranche Closing Date. All covenants and agreements

of the parties contained herein shall survive each Tranche Closing indefinitely or for the period explicitly specified therein. Notwithstanding

the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and reaching party prior

to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation

or warranty and such claims shall survive until finally resolved.

6.11          Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were

an original thereof.

6.12          Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.13          Further

Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

6.14          Replacement

of Notes. If any certificate or instrument evidencing any of the Notes is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon surrender and cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft, destruction, or mutilation, and of the ownership of such security. The applicant for a new certificate

or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity and bonds) associated

with the issuance of such replacement Note.

6.15

Remedies. In addition to being entitled to exercise all

rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to

specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for

any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to

assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

6.16          Payment

Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document or the

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are

required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

6.17          Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts due thereunder

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

6.18          Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or

granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading

Day.

6.19          Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party

shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference

to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

6.20

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY

ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW,

HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

6.21          Equitable

Adjustment. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted

(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement, if such events

shall occur between the date of this Agreement and a Tranche Closing.

[signature pages follow]

WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its authorized signatory as of the date first

indicated above.

Universal

Safety Products, INC.

By:

Name:

Title:

PURCHASER SIGNATURE PAGE TO UNIVERSAL SAFETY

PRODUCTS, INC.

SECURITIES PURCHASE AGREEMENT

WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory

of the date first indicated above.

Name of Purchaser:

SJC Lending, LLC

Signature of Authorized Signatory of Purchaser:

__________________________

Name of Authorized Signatory:

Title of Authorized Signatory:

Address for Notice to Purchaser:

Maximum Investment:

$10,000,000

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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